Common use of Certain Agreements Clause in Contracts

Certain Agreements. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) Assignor shall at all times remain liable (i) to Manufacturer under the Purchase Agreement to perform all the duties and obligations of the "Buyer" thereunder and (ii) to Engine Manufacturer under the General Terms Agreement to perform all the duties and obligations of the "Airline" thereunder, in each case to the same extent as if this Assignment had not been executed, (b) the exercise by Assignee of any of the rights assigned hereunder shall not release Assignor from any of its duties or obligations to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement except to the extent that such exercise by Assignee shall constitute performance of such duties and obligations, and (c) except as provided in the next sentence, none of Assignee, Mortgagee or any Participant shall have any obligation or liability under the Purchase Agreement or the General Terms Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry as to the sufficiency of any payment received by any of them or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim with respect to the Aircraft or other goods and services delivered or to be delivered pursuant to the Purchase Agreement or the Engine Warranties, the terms and conditions of the Purchase Agreement including, without limitation, the Disclaimer and Release and Exclusion of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 and the Engine Warranties, including without limitation Exhibit B (the "Product Assurance Document") shall apply to, and be binding upon, Assignee and Mortgagee to the same extent as Assignor.

Certain Agreements. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) Assignor shall at all times remain liable (i) to Manufacturer under the Purchase Agreement to perform all the duties and obligations of the "Buyer" thereunder and (ii) to Engine Manufacturer under the General Terms Agreement to perform all the duties and obligations of the "Airline" thereunder, in each case to the same extent as if this Assignment had not been executed, (b) the exercise by Assignee of any of the rights assigned hereunder shall not release Assignor from any of its duties or obligations to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement except to the extent that such exercise by Assignee shall constitute performance of such duties and obligations, and (c) except as provided in the next sentence, none of Assignee, Mortgagee or any Participant shall have any obligation or liability under the Purchase Agreement or the General Terms Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry as to the sufficiency of any payment received by any of them or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim with respect to the Aircraft or other goods and services delivered or to be delivered pursuant to the Purchase Agreement or the Engine Warranties, the terms and conditions of the Purchase Agreement and the Engine Warranties including, without limitation, the Disclaimer and Release and Exclusion of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 and the Engine Warranties12, including without limitation Exhibit B (the "Product Assurance Document") and Exhibit C (the "Customer Support Document") of the Purchase Agreement shall apply to, and be binding upon, Assignee and Mortgagee to the same extent as Assignor.

Certain Agreements. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) Assignor shall at all times remain liable (i) to Manufacturer under the Purchase Agreement to perform all the duties and obligations of the "Buyer" thereunder and (ii) to Engine Manufacturer under the General Terms Agreement to perform all the duties and obligations of the "AirlineContinental" thereunder, in each case to the same extent as if this Assignment had not been executed, (b) the exercise by Assignee of any of the rights assigned hereunder shall not release Assignor from any of its duties or obligations to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement except to the extent that such exercise by Assignee shall constitute performance of such duties and obligations, and (c) except as provided in the next sentence, none of Assignee, Mortgagee or any Participant shall have any obligation or liability under the Purchase Agreement or the General Terms Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry as to the sufficiency of any payment received by any of them or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim with respect to the Aircraft or other goods and services delivered or to be delivered pursuant to the Purchase Agreement or the Engine Warranties, the terms and conditions of the Purchase Agreement including, without limitation, the Disclaimer and Release and Exclusion of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 and the Engine Warranties, including without limitation Exhibit B (the "Product Assurance Document") C thereto shall apply to, and be binding upon, Assignee and Mortgagee to the same extent as Assignor. Each of Assignee and Mortgagee agree that, in the event it intends to sell, re-lease or otherwise dispose of one or more of the Engines to any Person, it will use reasonable efforts to ensure that such Person enters into a direct warranty agreement with Engine Manufacturer prior to delivery of such Engine or Engines to such Person.

Certain Agreements. It is expressly agreed Section 5.1 Conduct of the Company's Business. --------------------------------- Without the consent of Parent, not to be unreasonably withheld, and except as contemplated by this Agreement or as described in Schedule 5.1, during the period from the date hereof to the Effective Time, the Company will, and will cause each of its subsidiaries to, conduct its operations in the ordinary course of business consistent with past practice and, to the extent consistent therewith, with no less diligence and effort than would be applied in the absence of this Agreement, seek to preserve intact its current business organizations, seek to keep available the service of its current officers and employees and seek to preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing businesses shall be unimpaired at the Effective Time. The Company covenants and agrees that, anything herein contained prior to the contrary notwithstandingEffective Time, unless Parent shall otherwise consent in writing (such consent not to be unreasonably withheld or delayed) or as set forth in Schedule 5.1 or as otherwise expressly contemplated by this Agreement: (a) Assignor the business of the Company and the Subsidiaries shall at all times remain liable be conducted only in, and the Company and the Subsidiaries shall not take any action except in, the ordinary course of business and consistent with past practice; (b) neither the Company nor any Subsidiary shall, directly or indirectly, do any of the following: (i) sell, pledge, dispose of or encumber (or permit any Subsidiary to Manufacturer under the Purchase Agreement to perform all the duties and obligations sell, pledge, dispose of or encumber) any assets of the "Buyer" thereunder Company or any Subsidiary, except sell or dispose of inventory, immaterial assets or in the ordinary course of business and consistent with past practice; (ii) except as contemplated hereby, amend or propose to amend its Certificate or Articles of Incorporation or By-Laws (or similar organizational documents); (iii) split, combine or reclassify any outstanding shares of its capital stock, or declare, set aside or pay any dividend payable in cash, stock, property or otherwise with respect to such shares (except for any dividends paid in the ordinary course to the Company or to any wholly-owned Subsidiary); (iv) redeem, purchase, acquire or offer to acquire (or permit any Subsidiary to redeem, purchase, acquire or offer to acquire) any shares of its capital stock; or (v) enter into any contract, agreement, commitment or arrangement with respect to any of the matters set forth in this paragraph (b); (c) neither the Company nor any Subsidiary shall (i) issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any additional shares of, or securities convertible or exchangeable for, or any options, warrants or rights of any kind to acquire any shares of, its capital stock of any class or other property or assets whether pursuant to the Company Stock Plans or otherwise; provided that the Company may issue Shares upon the exercise of currently outstanding Company Stock Rights that are stock options; (ii) acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other business organization or division thereof (except an existing wholly-owned Subsidiary); (iii) incur any indebtedness for borrowed money or issue any debt securities in an amount exceeding $100,000 in the aggregate, except for working capital loans in the ordinary course of business and any amounts necessary to pay the amounts pursuant to Section 5.05(b) of the WCAS Agreement; (iv) enter into or modify any material contract, lease, agreement or commitment, except in the ordinary course of business and consistent with past practice; (v) terminate, modify, assign, waive, release or relinquish any contract rights or amend any material rights or claims not in the ordinary course of business or (vi) settle or compromise any claim, action, suit or proceeding pending or threatened against the Company, or, if the Company may be liable or obligated to provide indemnification, against the Company's directors or officers, before any court, governmental agency or arbitrator, except in the ordinary course of business; provided that nothing herein shall require any action that might impair or otherwise affect the obligation of any insurance carrier under any insurance policy maintained by the Company; (d) neither the Company nor any Subsidiary shall grant any increase in the salary or other compensation of its employees except (i) pursuant to the terms of employment agreements in effect on the date hereof and previously disclosed to Parent and (ii) to Engine Manufacturer under in the General Terms Agreement to perform all the duties and obligations case of employees who are not executive officers of the "Airline" thereunderCompany, in each case the ordinary course of business and consistent with past practice, or grant any bonus to any employee other than bonuses that are immaterial in amount to employees who are not executive officers of the same extent as if this Assignment had not been executed,Company or enter into any employment agreement or make any loan to or enter into any material transaction of any other nature with any employee of the Company or any Subsidiary; (be) neither the exercise by Assignee of Company nor any Subsidiary shall (except for salary increases for employees who are not executive officers of the rights assigned hereunder shall not release Assignor from Company in the ordinary course of business and consistent with past practice) adopt or amend, in any of its duties or obligations to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement except to the extent that such exercise by Assignee shall constitute performance of such duties and obligationsrespect, and (c) except as provided in the next sentencecontemplated hereby or as may be required by applicable law or regulation, none of Assigneeany collective bargaining, Mortgagee bonus, profit sharing, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment or any Participant shall have any obligation other employee benefit plan, agreement, trust, fund, plan or liability under the Purchase Agreement or the General Terms Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry as to the sufficiency of any payment received by any of them or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm arrangement for the benefit or welfare of Manufacturer and Engine Manufacturerany directors, respectively, that, insofar as the provisions of the Purchase Agreement officers or the Engine Warranties relate to the Aircraft or the Engines, as the case may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim with respect to the Aircraft or other goods and services delivered or to be delivered pursuant to the Purchase Agreement or the Engine Warranties, the terms and conditions of the Purchase Agreement employees (including, without limitation, any such plan or arrangement relating to severance or termination pay); (f) neither the Disclaimer Company nor any Subsidiary shall take any action that would make any representation or warranty of the Company hereunder inaccurate in any respect at, or as of any time prior to, the Effective Time, or omit to take any action necessary to prevent any such representation or warranty from being inaccurate in any respect at any such time; and (g) each of the Company and Release and Exclusion of Liabilities the Subsidiaries shall use its best efforts, to the extent not prohibited by the foregoing provisions of Sections 12.1 through 12.4 of Article 12 this Section 5.1, to maintain its relationships with its suppliers and customers, and if and as requested by Parent, the Company shall schedule, and the Engine Warrantiesmanagement of the Company shall participate in, including without limitation Exhibit B meetings of representatives of Parent with employees of the Company or any Subsidiary; (h) neither the "Product Assurance Document"Company nor any Subsidiary shall adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any or its subsidiaries (other than the Merger); (i) neither the Company nor any Subsidiary shall apply toalter through merger, and be binding uponliquidation, Assignee and Mortgagee reorganization, restructuring or in any other fashion the corporate structure or ownership of any subsidiary; and (j) neither the Company nor any Subsidiary shall make any Tax election or settle or compromise any Tax liability material to the same extent Company and its subsidiaries taken as Assignora whole.

Certain Agreements. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) Assignor From and after the Merger Effective Date through the sixth anniversary thereof, Niagara Bancorp agrees to indemnify, defend and hold harmless each present and former director and officer of CNYF and its Subsidiaries determined as of the Closing Date (the "INDEMNIFIED PARTIES") against all losses, claims, damages, costs, expenses (including reasonable attorneys' fees and expenses), liabilities, judgments or amounts paid in settlement (with the approval of Niagara Bancorp, which approval shall not be unreasonably withheld) or in connection with any claim, action, suit, proceeding or investigation arising out of matters existing or occurring at all times remain liable or prior to the Merger Effective Date (ia "CLAIM") in which an Indemnified Party is, or is threatened to Manufacturer be made, a party or a witness based in whole or in part on, or arising in whole or in part out of, the fact that such person is or was a director or officer of CNYF or any of its subsidiaries, regardless of whether such Claim is asserted or claimed prior to, at or after the Closing Date, to the fullest extent to which directors and officers of CNYF are entitled under the Purchase Agreement to perform all DGCL, CNYF's certificate of incorporation and bylaws, or other applicable law as in effect on the duties date hereof (and obligations Niagara Bancorp shall pay expenses in advance of the "Buyer" thereunder and (ii) final disposition of any such action or proceeding to Engine Manufacturer each Indemnified Party to the extent permissible to a Delaware corporation under the General Terms Agreement DGCL and CNYF's certificate of incorporation and bylaws as in effect on the date hereof; PROVIDED, that the person to perform all whom expenses are advanced provides an undertaking to repay such expenses if it is ultimately determined that such person is not entitled to indemnification). All rights to indemnification in respect of a Claim asserted or made within the duties and obligations period described in the preceding sentence shall continue until the final disposition of the "Airline" thereunder, in each case to the same extent as if this Assignment had not been executed,such Claim. (b) the exercise by Assignee Any Indemnified Party wishing to claim indemnification under Section 5.05(a), upon learning of any of Claim, shall promptly notify Niagara Bancorp, but the rights assigned hereunder failure to so notify shall not release Assignor from relieve Niagara Bancorp of any of its duties or obligations liability it may have to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement such Indemnified Party except to the extent that such exercise failure materially prejudices Niagara Bancorp In the event of any Claim, (1) Niagara Bancorp shall have the right to assume the defense thereof (with counsel reasonably satisfactory to the Indemnified Party) and shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by Assignee such Indemnified Parties in connection with the defense thereof, except that, if Niagara Bancorp elects not to assume such defense or counsel for the Indemnified Parties advises that there are issues which raise conflicts of interest between Niagara Bancorp and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and Niagara Bancorp shall constitute performance pay all reasonable fees and expenses of such duties counsel for the Indemnified Parties promptly as statements therefor are received, provided further that Niagara Bancorp shall in all cases be obligated pursuant to this paragraph to pay for only one firm of counsel for all Indemnified Parties, (2) the Indemnified Parties will cooperate in the defense of any such Claim and obligations, and(3) Niagara Bancorp shall not be liable for any settlement effected without its prior written consent (which consent shall not unreasonably be withheld). (c) except as provided in In the next sentence, none of Assignee, Mortgagee event Niagara Bancorp or any Participant of is successors or assigns (1) consolidates with or merges into any other Person and shall have any obligation not continue or liability under the Purchase Agreement survive such consolidation or the General Terms Agreement by reason ofmerger, or arising out of(2) transfers or conveys all or substantially all of its properties and assets to any Person, this Assignment or then, and in each such case, to the extent necessary, proper provision shall be obligated to perform any made so that the successors and assigns of Niagara Bancorp assume the obligations set forth in this Section 5.05. (d) Niagara Bancorp shall maintain in effect for three years from the Closing Date, if available, the current directors' and officers' liability insurance policy maintained by CNYF (PROVIDED that Niagara Bancorp may substitute therefor policies of at least the same coverage containing terms and conditions which are not materially less favorable) with respect to matters occurring at or duties of Assignor under the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry as prior to the sufficiency of any payment received by any of them Closing Date. In connection with the foregoing, CNYF and CSB each agrees to provide such insurer or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar substitute insurer with such representations as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case such insurer may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim reasonably request with respect to the Aircraft or other goods and services delivered or reporting of any prior claims. (e) The provisions of this Section 5.05 are intended to be delivered pursuant to for the Purchase Agreement or the Engine Warranties, the terms and conditions of the Purchase Agreement including, without limitation, the Disclaimer and Release and Exclusion of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 and the Engine Warranties, including without limitation Exhibit B (the "Product Assurance Document") shall apply tobenefit of, and shall be binding uponenforceable by, Assignee each Indemnified Party and Mortgagee to the same extent as Assignorhis or her heirs and representatives.

Certain Agreements. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) Assignor shall at all times remain liable For a period of six years from and after the Merger Effective Date, BCSB shall, to the fullest extent permitted to it under applicable law, indemnify, defend and hold harmless each present and former director and officer of WHG (i) to Manufacturer under the Purchase Agreement to perform all the duties and obligations of the "Buyer" thereunder Indemnified Parties") against all losses, claims, damages, costs, expenses (including reasonable attorneys' fees and expenses), liabilities, judgments or amounts paid in settlement (iiwith the prior written approval of BCSB, which approval shall not be unreasonably withheld) to Engine Manufacturer under the General Terms Agreement to perform all the duties and obligations or in connection with any claim, action, suit, proceeding or investigation arising out of the "Airline" thereunder, in each case matters existing or occurring at or prior to the same Merger Effective Date (a "Claim") in which an Indemnified Party is, or is threatened to be made, a party or a witness based in whole or in part on, or arising in whole or in part out of, the fact that such person is or was a director or officer of WHG or any WHG Subsidiary, regardless of whether such Claim is asserted or claimed prior to, at or after the Closing Date, to the fullest extent as if this Assignment had not to which directors and officers of WHG would have been executed,entitled under WHG's articles of incorporation and applicable federal law and regulations. All rights to indemnification in respect of a Claim asserted or made within the period described in the preceding sentence shall continue until the final disposition of such Claim. (b) the exercise by Assignee Any Indemnified Party wishing to claim indemnification under Section 5.05, upon learning of any of Claim, shall promptly notify BCSB, but the rights assigned hereunder failure to so notify shall not release Assignor from relieve BCSB of any of its duties or obligations liability it may have to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement such Indemnified Party except to the extent that such exercise failure prejudices BCSB. In the event of any Claim, (i) BCSB shall have the right to assume the defense thereof (with counsel reasonably satisfactory to the Indemnified Party) and shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by Assignee such Indemnified Parties in connection with the defense thereof, except that, if BCSB elects not to assume such defense or counsel for the Indemnified Parties advises that there are issues which raise conflicts of interest between BCSB and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and BCSB shall constitute performance pay all reasonable fees and expenses of such duties counsel for the Indemnified Parties promptly as statements therefor are received, provided further that BCSB shall in all cases be obligated pursuant to this paragraph to pay for only one firm of counsel for all Indemnified Parties, (ii) the Indemnified Parties will cooperate in the defense of any such Claim and obligations, and(iii) BCSB shall not be liable for any settlement effected without its prior written consent (which consent shall not unreasonably be withheld). (c) except as provided in In the next sentence, none of Assignee, Mortgagee event BCSB or any Participant of is successors or assigns (i) consolidates with or merges into any other Person and shall have any obligation not continue or liability under the Purchase Agreement survive such consolidation or the General Terms Agreement by reason ofmerger, or arising out of(ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of BCSB assume the obligations set forth in this Assignment Section 5.05. (d) BCSB shall maintain in effect for three years from the Closing Date, if available, the current directors' and officers' liability insurance policy maintained by WHG (provided that BCSB may substitute therefor policies of at least the same coverage containing terms and conditions which are not materially less favorable) with respect to matters occurring at or prior to the Closing Date, provided, however, that in no event shall BCSB be obligated required to perform any expend pursuant to this Section 5.05(d) more than an amount equal to 150% of the obligations current annual amount expended by Heritage Bank to maintain or duties of Assignor under procure insurance coverage pursuant hereto (which amount, if applicable, shall be used to maintain the Purchase Agreement directors' and officers' liability insurance policy for such period less than three years as is available for such payment). In connection with the foregoing, WHG agrees to provide such insurer or the General Terms Agreement or to make any payment thereunder or to make any inquiry substitute insurer with such representations as to the sufficiency of any payment received by any of them or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case such insurer may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim reasonably request with respect to the Aircraft reporting of any prior claims. WHG DISCLOSURE SCHEDULE 5.05(d) sets forth all claims made or other goods notices provided to WHG's present insurers and services delivered the extent to which any present insurance coverage has been impaired due to either defense expense or settlements. (e) The provisions of this Section 5.05 are intended to be delivered pursuant to for the Purchase Agreement or the Engine Warranties, the terms and conditions of the Purchase Agreement including, without limitation, the Disclaimer and Release and Exclusion of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 and the Engine Warranties, including without limitation Exhibit B (the "Product Assurance Document") shall apply tobenefit of, and shall be binding uponenforceable by, Assignee each Indemnified Party and Mortgagee to the same extent as Assignorhis or her heirs and representatives.

Certain Agreements. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) Assignor shall at all times remain liable (i) to Manufacturer under the Purchase Agreement to perform all the duties and obligations of the "BuyerCustomer" thereunder and (ii) to Engine Manufacturer under the General Terms Agreement to perform all the duties and obligations of the "Airline" thereunder, in each case to the same extent as if this Assignment had not been executed, (b) the exercise by Assignee of any of the rights assigned hereunder shall not release Assignor from any of its duties or obligations to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement except to the extent that such exercise by Assignee shall constitute performance of such duties and obligations, and (c) except as provided in the next sentence, none of Assignee, Mortgagee or any Participant shall have any obligation or liability under the Purchase Agreement or the General Terms Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry as to the sufficiency of any payment received by any of them or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim with respect to the Aircraft or other goods and services delivered or to be delivered pursuant to the Purchase Agreement or the Engine Warranties, the terms and conditions of the Purchase Agreement and the Engine Warranties including, without limitation, the Disclaimer and Release and the Exclusion of Liabilities Consequential and Other Damages provisions of Sections 12.1 through 12.4 Article 11 of Part 2 of Exhibit C and Article 12 and 8 to the Engine WarrantiesAGTA, including without limitation Exhibit B (the "Product Assurance Document") shall apply to, and be binding upon, Assignee and Mortgagee to the same extent as Assignor.

Certain Agreements. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) Assignor shall at all times remain liable (i) to Manufacturer under the Purchase Agreement to perform all the duties and obligations of the "BuyerCustomer" thereunder and (ii) to Engine Manufacturer under the General Terms Agreement to perform all the duties and obligations of the "Airline" thereunder, in each case to the same extent as if this Assignment had not been executed, (b) the exercise by Assignee of any of the rights assigned hereunder shall not release Assignor from any of its duties or obligations to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement except to the extent that such exercise by Assignee shall constitute performance of such duties and obligations, and (c) except as provided in the next sentence, none of Assignee, Mortgagee or any Participant shall have any obligation or liability under the Purchase Agreement or the General Terms Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry as to the sufficiency of any payment received by any of them or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim with respect to the Aircraft or other goods and services delivered or to be delivered pursuant to the Purchase Agreement or the Engine Warranties, the terms and conditions of the Purchase Agreement including, without limitation, the Disclaimer and Release and the Exclusion of Liabilities Consequential and Other Damages provisions of Sections 12.1 through 12.4 12.3 of Article 12 Exhibit C to the AGTA and the Engine Warranties, including without limitation Exhibit B (the "Product Assurance Document") shall apply to, and be binding upon, Assignee and Mortgagee to the same extent as Assignor.

Certain Agreements. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) Assignor shall at all times remain liable (i) to Manufacturer under Each Cash Management Bank and Hedge Bank that is the Purchase Agreement to perform all the duties and obligations holder of any of the "Buyer" thereunder Guaranteed Obligations shall have the right individually to enforce the Guaranty and (ii) to Engine Manufacturer exercise any powers, rights and remedies under the General Terms Agreement to perform all the duties and obligations of the "Airline" thereunder, in each case to the same extent as if this Assignment had not been executed,Article XII. (b) Notwithstanding anything to the exercise contrary set forth in this Article XII, by Assignee of any acceptance of the rights assigned hereunder shall not release Assignor from any of its duties or obligations to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement except to the extent that such exercise by Assignee shall constitute performance of such duties and obligations, and (c) except as provided in the next sentence, none of Assignee, Mortgagee or any Participant shall have any obligation or liability under the Purchase Agreement or the General Terms Agreement by reason benefits of, or arising out ofclaiming any rights under, this Assignment or be obligated to perform any the Guaranty, each of the obligations or duties of Assignor under Cash Management Banks, the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry as to the sufficiency Hedge Banks and other holders of any payment received by Guaranteed Obligations shall be deemed to have irrevocably agreed and acknowledged that (i) the Administrative Agent shall not have any of them obligations, responsibilities or duties, expressed or implied, whatsoever to present any Cash Management Bank, any Hedge Bank or file any claim or to take any other action to collect or enforce holder of any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim Guarantee Obligations with respect to the Aircraft or other goods and services delivered or to be delivered pursuant to Guaranty, the Purchase Agreement Guaranteed Obligations, the Guaranteed Cash Management Agreements or the Engine WarrantiesGuaranteed Hedge Agreements and, without limiting the foregoing, the terms and conditions Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, any of the Purchase Agreement includingGuaranteed Obligations, without limitation(ii) the Cash Management Banks, the Disclaimer and Release and Exclusion Hedge Banks or any other holders of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 and the Engine Warrantiesany Guaranteed Obligations (in each case, including without limitation Exhibit B (the "Product Assurance Document"in its capacity as such) shall apply have no right to, and be binding uponshall not, Assignee direct or require the Administrative Agent to take any action (or to refrain from taking any action) under this Article XII or otherwise under or with respect to this Agreement or any other Loan Document, including any action by the Administrative Agent to enforce any provisions of this Article XII against the Borrower or any other provision of this Agreement or any other Loan Document against any Loan Party, and Mortgagee none of the Cash Management Banks, the Hedge Banks or any other holders of any Guaranteed Obligations (in each case, each in its capacity as such) shall not take any action, or commence any Proceeding, seeking to require, compel or cause the Administrative Agent to take any such action (or to refrain from taking any such action), (iii) the Cash Management Banks, the Hedge Banks or any other holders of any Guaranteed Obligations (in each case, in its capacity as such) shall have no right to vote on any amendment, waiver or consent under this Agreement or any other Loan Document or to receive any notice with respect thereto and (iv) without limiting anything to the same foregoing, no Cash Management Bank, no Hedge Bank and no other holder of any Guaranteed Obligations shall have any right to notice of any action or to consent to, direct or object to, any action hereunder or under any other Loan Document other than in its capacity as a Lender and, in such case, only to the extent as Assignorexpressly provided in the Loan Documents.

Certain Agreements. It is expressly agreed thatThe Guarantor hereby additionally represents, anything herein contained to the contrary notwithstandingwarrants and covenants as follows: (a) Assignor shall at all times remain liable (i) The Guarantor agrees to Manufacturer under the Purchase Agreement to perform all the duties and obligations comply with each of the "Buyer" thereunder covenants contained in the Facility Agreement that impose or purport to impose, through agreements with the Borrower, restrictions or obligations on the Guarantor and (ii) to Engine Manufacturer under the General Terms Agreement to perform all the duties and obligations Guarantor hereby agrees that Clause 33.11 (Payment Mechanics, Impaired Agent) of the Facility Agreement shall be applicable to this Agreement, and references therein to "AirlineObligor" thereunder, in each case shall be deemed to be references to the same extent as if Guarantor for the purposes of this Assignment had not been executed,Section 4.06(a); (b) The Guarantor acknowledges that any default in the exercise due observance or performance by Assignee the Guarantor of any representation and warranty, covenant, condition or agreement contained herein may constitute an Event of Default under Clause 26 (Events of Default) of the rights assigned hereunder shall not release Assignor from any of its duties or obligations to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement except to the extent that such exercise by Assignee shall constitute performance of such duties and obligations, andFacility Agreement; (c) except The Guarantor has, independently and without reliance upon any Guaranteed Finance Party and based on such documents and information as provided it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. The Guarantor has investigated fully the benefits and advantages which will be derived by it from execution of this Agreement, and the Board of Directors (or persons performing similar functions in case of the Guarantor which is not a corporation) of the Guarantor has decided that a direct or an indirect benefit will accrue to the Guarantor by reason of the execution of this Agreement; (i) This Agreement is not given with actual intent to hinder, delay or defraud any Person to which the Guarantor is or will become, on or after the date hereof, indebted; and (ii) the Guarantor has received at least a reasonably equivalent value in exchange for the giving of this Agreement; (e) The Guarantor agrees and acknowledges that the Facility Agent is acting as an agent on behalf of itself and the other Guaranteed Finance Parties pursuant to Clause 29 (Role of the Facility Agent, the Arrangers and the Reference Banks) of the Facility Agreement, and the Security Agent is acting as an agent on behalf of the Guaranteed Finance Parties pursuant to Clause 30 (Role of the Security Agent) of the Facility Agreement; and (f) If the Guarantor agrees after the date hereof to any covenants in the next sentence, none of Assignee, Mortgagee Hanover Credit Agreement that are more stringent or any Participant shall have any obligation or liability under the Purchase Agreement or the General Terms Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry restrictive as to the sufficiency of Guarantor than such limitations or covenants in this Agreement, then this Agreement will be deemed amended automatically, without any payment received further action by any of them the Guarantor, the Facility Agent or to present or file any claim or to take any other action Person, to collect benefit from such covenants that are more stringent or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Enginesrestrictive, as the case may be, in exercising such that a breach thereof shall constitute a breach of this Agreement, regardless of any rights waiver or forbearance granted by the creditors under the Purchase Hanover Credit Agreement; provided that such limitations and financial covenants shall be deemed included in this Agreement for only so long as the same shall be in effect in the Hanover Credit Agreement. The Guarantor agrees to inform the Facility Agent promptly of any such amendments to the Hanover Credit Agreement and to furnish a copy of the documentation containing such covenants. The Guarantor and the Facility Agent further agree to enter into such amendments to this Agreement as reasonably requested by the Facility Agent or the Engine Warranties, or in making any claim with respect Guarantor so as to conform this Agreement to the Aircraft or other goods and services delivered or changes contemplated by the first sentence of this Section 4.06(f) (including its proviso), it being understood that the failure to be delivered pursuant to effect any such amendment shall not limit the Purchase Agreement or the Engine Warranties, the terms and conditions effectiveness of the Purchase Agreement including, without limitation, the Disclaimer and Release and Exclusion first sentence of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 and the Engine Warranties, this Section 4.06(f) (including without limitation Exhibit B (the "Product Assurance Document") shall apply to, and be binding upon, Assignee and Mortgagee to the same extent as Assignorits proviso).

Certain Agreements. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) Assignor shall at all times remain liable (i) to Manufacturer under the Purchase Agreement to perform all the duties and obligations of the "Buyer" thereunder and (ii) to Engine Manufacturer under the General Terms Agreement to perform all the duties and obligations of the "Airline" thereunder, in each case to the same extent as if this Assignment had The Guarantor hereby agrees that it will not been executed, (b) the exercise by Assignee make any further payments of any of the rights assigned hereunder shall not release Assignor from any of its duties or obligations to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement except to the extent that such exercise by Assignee shall constitute performance of such duties and obligations, and (c) except as provided in the next sentence, none of Assignee, Mortgagee or any Participant shall have any obligation or liability under the Purchase Agreement or the General Terms Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry as to the sufficiency kind on behalf of any payment received by any borrower in respect of them or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim with respect to the Aircraft or other goods and services delivered or to be delivered pursuant to the Purchase Agreement or the Engine Warranties, the terms and conditions of the Purchase Agreement a Financed Loan (including, without limitation, any payments to the Disclaimer Secured Party, not contemplated by the Basic Documents, which would have the effect of causing Financed Loans which would otherwise constitute Defaulted Loans not to be Defaulted Loans), and Release that any such payments in lieu of making Specified Guaranteed Payments would constitute a breach of the terms of the Guarantee Agreement and Exclusion an Event of Liabilities Default under the Indenture and Credit Agreement. Without limiting the generality of existing provisions of Sections 12.1 through 12.4 the Basic Documents, the Guarantor agrees not to take any action to attempt to change the Program Guidelines (as in effect as of Article 12 the date hereof), or to direct or attempt to direct the Servicer to take action under the existing Program Guidelines, in order to cause Financed Loans that otherwise would constitute Defaulted Loans not to be for the purpose of circumventing the import of provisions of the preceding sentence of this Section 3(a). (b) In the event (and only in the Engine Warrantiesevent) that each Senior Creditor shall have executed and delivered this Agreement (and that the other conditions to effectiveness set forth in Section 7 of this Agreement shall have been satisfied), the Secured Party hereby waives (i) any breach of the Guarantee Agreement or the Indenture and Credit Agreement caused by the Guarantor making any Loan Payments prior to the date of this Agreement (including without limitation Exhibit B any failure to make any Specified Guaranteed Payments as a result thereof) and (ii) any Event of Default that may have arisen or resulted under the "Product Assurance Document"Indenture and Credit Agreement as a result of such breach or the failure of any person to take any action in respect of such Event of Default. (c) shall apply Each Senior Creditor party hereto agrees that it will not, nor will it direct the Secured Party to, and be binding uponthe Senior Creditors party hereto, Assignee collectively constituting the Majority Priority Class Creditors, hereby direct the Secured Party not to, take any action, seek any remedies or declare any default or Event of Default with respect to (i) any breach of the Guarantee Agreement or the Indenture and Mortgagee Credit Agreement caused by the Guarantor making any Loan Payments prior to the same extent date of this Agreement (including any failure to make any Specified Guaranteed Payments as Assignora result thereof) and (ii) any Event of Default that may have arisen or resulted under the Indenture and Credit Agreement as a result of such breach or the failure of any person to take any action in respect of such Event of Default. Notwithstanding any provision of the Basic Documents to the contrary, each Senior Creditor party hereto agrees that it shall not transfer any Senior Notes unless the transferee of such Senior Notes agrees in writing with the Guarantor to be bound by such Senior Creditor's covenants and obligations under this Section 3(c). (d) The Guarantor hereby agrees to pay, within three Business Days following the date on which the Senior Creditors collectively constituting the Majority Priority Class Creditors shall have executed and delivered to the Indenture Trustee (or its counsel) duly executed counterparts hereof (the “Payment Effective Date”), a sum of $40,000,000 in immediately available funds to the account of the Secured Party identified in Annex I to this Letter Agreement. Such payment shall be considered a Guaranteed Payment made pursuant to Section 1(a)(vi) of the Guarantee Agreement and shall be applied to make a mandatory prepayment of the Senior Credit in accordance with Sections 2.07(c) and (d) of the Indenture and Credit Agreement. (e) Each Senior Creditor party hereto hereby consents to the actions of the Secured Party under Section 3(b) of this Agreement.

Certain Agreements. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) Assignor The parties acknowledge that nothing in the Services Agreement (the "Services Agreement") of even date herewith among the General Partner, the Manager and the Company shall at all times remain liable (i) be deemed to Manufacturer enlarge the obligation of the Partnership to reimburse the General Partner under the Purchase Master Partnership Agreement to perform all or the duties and obligations obligation of the "Buyer" thereunder and (ii) Operating Partnerships to Engine Manufacturer reimburse the Manager under the Operating Partnership Agreements. Furthermore, the Partnership and the Operating Partnerships shall have no obligation to reimburse the General Terms Agreement Partner or the Manager for the amounts paid to perform all the duties and obligations Company pursuant to Article V of the "Airline" thereunderServices Agreement unless such amounts were paid as reimbursement for costs and expenses for which the General Partner or the Manager would be entitled to reimbursement under the Master Partnership Agreement or the Operating Partnership Agreements, in each case as such agreements are modified by the terms hereof, if the General Partner or the Manager had incurred such costs and expenses directly. In addition, the Partnership and the Operating Partnerships shall have no obligation to reimburse the General Partner or the Manager for amounts paid to the same extent Company pursuant to Article VI of the Services Agreement unless such amounts were paid as indemnification for damages and expenses for which the General Partner or the Manager would be entitled to indemnification under the Master Partnership Agreement or the Operating Partnership Agreements if this Assignment the General Partner or the Manager had not been executed,incurred such damages or expenses directly. (b) The Partnership and each of the exercise by Assignee Operating Partnerships hereby waive any right of offset or counterclaim or similar right it may have against the General Partner or the Manager (including, without limitation, as a result of any of Forfeiture Payment (as hereinafter defined) due from the rights assigned hereunder shall not release Assignor from any of its duties or General Partner and the Manager pursuant to Section 3.01), with respect to their respective obligations to Manufacturer under the Purchase Agreement or to Engine Manufacturer under reimburse the General Terms Agreement except to the extent that such exercise by Assignee shall constitute performance of such duties and obligations, and (c) except as provided in the next sentence, none of Assignee, Mortgagee or any Participant shall have any obligation or liability under the Purchase Agreement Partner or the General Terms Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry as to the sufficiency of any payment received by any of them or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the EnginesManager, as the case may be, in exercising any rights under for contributions to the Purchase Agreement ESOP pursuant to Section 2.02 hereof. (c) The parties acknowledge that the Partnership and the Operating Partnerships are not obligated to reimburse the General Partner or the Engine WarrantiesManager if any tax is owed by BAC, the General Partner or in making any claim with respect to the Aircraft or other goods and services delivered or to be delivered Manager pursuant to the Purchase Agreement or the Engine Warranties, the terms and conditions Section 83 of the Purchase Agreement including, without limitation, Internal Revenue Code as a result of the Disclaimer and Release and Exclusion of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 and the Engine Warranties, including without limitation Exhibit B (the "Product Assurance Document") shall apply to, and be binding upon, Assignee and Mortgagee to the same extent as AssignorRestructuring.

Certain Agreements. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) Assignor Kearny shall maintain in effect for three years from the Merger Effective Date, if available, the current directors' and officers' liability insurance policy maintained by WEST ESSEX Bancorp (provided that Kearny may substitute therefor policies of at all times remain liable (ileast the same coverage containing terms and conditions which are not materially less favorable) with respect to Manufacturer under the Purchase Agreement to perform all the duties and obligations of the "Buyer" thereunder and (ii) to Engine Manufacturer under the General Terms Agreement to perform all the duties and obligations of the "Airline" thereunder, in each case matters occurring prior to the same extent Closing Date, provided such insurance coverage is available at a reasonable premium. In connection with the foregoing, WEST ESSEX Bancorp agrees to provide such insurer or substitute insurer with such representations as if this Assignment had not been executed,such insurer may request with respect to the reporting of any prior claims. (b) For a period of six years from the exercise by Assignee Merger Effective Date, Kearny agrees to indemnify, defend and hold harmless each present and former director and officer of WEST ESSEX determined as of the Closing Date (the "Indemnified Parties") against all losses, claims, damages, costs, expenses (including reasonable attorneys' fees and expenses), liabilities, judgments or amounts paid in settlement (with the approval of Kearny, which approval shall not be unreasonably withheld) or in connection with any claim, action, suit, proceeding or investigation arising out of matters existing or occurring at or prior to the Merger Effective Date (a "Claim") in which an Indemnified Party is, or is threatened to be made, a party or a witness based in whole or in part on, or arising in whole or in part out of, the fact that such person is or was a director or officer of WEST ESSEX, regardless of whether such Claim is asserted or claimed prior to, at or after the Closing Date, to the fullest extent to which directors and officers of WEST ESSEX are entitled under Federal law, WEST ESSEX Bancorp's charter and bylaws, WEST ESSEX Bank's and WEST ESSEX MHC's charter and bylaws, or other applicable law as in effect on the date hereof (and Kearny shall pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the extent permissible to a Federal corporation or savings bank, or WEST ESSEX Bancorp's charter and bylaws; provided, that the person to whom expenses are advanced provides an undertaking to repay such expenses if it is ultimately determined that such person is not entitled to indemnification). All rights to indemnification in respect of a Claim asserted or made within the rights assigned hereunder period described in the preceding sentence shall continue until the final disposition of such Claim. (c) Any Indemnified Party wishing to claim indemnification under Section 5.05(b), upon learning of any Claim, shall promptly notify Kearny, but the failure to so notify shall not release Assignor from relieve Kearny of any of its duties or obligations liability it may have to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement such Indemnified Party except to the extent that such exercise failure materially prejudices Kearny. In the event of any Claim, (i) Kearny shall have the right to assume the defense thereof (with counsel reasonably satisfactory to the Indemnified Party) and shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by Assignee such Indemnified Parties in connection with the defense thereof, except that, if Kearny elects not to assume such defense or counsel for the Indemnified Parties advises that there are issues which raise conflicts of interest between Kearny and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and Kearny shall constitute performance pay all reasonable fees and expenses of such duties counsel for the Indemnified Parties promptly as statements therefor are received, provided further that Kearny shall in all cases be obligated pursuant to this paragraph to pay for only one firm of counsel for all Indemnified Parties, (ii) the Indemnified Parties will cooperate in the defense of any such Claim and obligations, and(iii) Kearny shall not be liable for any settlement effected without its prior written consent (which consent shall not unreasonably be withheld). (cd) except as provided in In the next sentence, none of Assignee, Mortgagee event Kearny or any Participant shall have any obligation or liability under the Purchase Agreement or the General Terms Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry as to the sufficiency of any payment received by any of them or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties successors or assigns (i) consolidates with or merges into any other Person and shall not continue or survive such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Kearny assume the obligations under the Purchase Agreement, the General Terms Agreement or set forth in this Assignment, Assignee and Mortgagee confirm Section 5.05. (e) The provisions of this Section are intended to be for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim with respect to the Aircraft or other goods and services delivered or to be delivered pursuant to the Purchase Agreement or the Engine Warranties, the terms and conditions of the Purchase Agreement including, without limitation, the Disclaimer and Release and Exclusion of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 and the Engine Warranties, including without limitation Exhibit B (the "Product Assurance Document") shall apply toof, and shall be binding uponenforceable by, Assignee each Indemnified Party and Mortgagee to the same extent as Assignorhis or her heirs and representatives.

Certain Agreements. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) Assignor shall at all times remain liable (i) From and after the Company Merger Effective Date through the third anniversary thereof, Pocahontas Bancorp agrees to Manufacturer under the Purchase Agreement to perform all the duties indemnify, defend and obligations hold harmless each present and former director and officer of NARK and its Subsidiaries determined as of the Closing Date (the "Buyer" thereunder Indemnified Parties") against all losses, claims, damages, costs, expenses (including reasonable attorneys' fees and expenses), liabilities, judgments or amounts paid in settlement (iiwith the approval of Pocahontas Bancorp, which approval shall not be unreasonably withheld) or in connection with any claim, action, suit, proceeding or investigation arising out of matters existing or occurring at or prior to Engine Manufacturer the Company Merger Effective Date, including, without limitation, the transactions contemplated hereby (a "Claim") in which an Indemnified Party is, or is threatened to be made, a party or a witness based in whole or in part on, or arising in whole or in part out of, the fact that such person is or was a director or officer of NARK or any of its Subsidiaries, regardless of whether such Claim is asserted or claimed prior to, at or after the Closing Date, to the fullest extent to which directors and officers of NARK are entitled under the General Terms Agreement to perform all the duties NARK's charter and obligations bylaws (and Pocahontas Bancorp shall pay expenses in advance of the "Airline" thereunder, in final disposition of any such action or proceeding to each case Indemnified Party to the same extent permissible under applicable law and NARK's charter and bylaws as in effect on the date hereof; provided, that the person to whom expenses are advanced provides an undertaking to repay such expenses if this Assignment had it is ultimately determined that such person is not been executed,entitled to indemnification). All rights to indemnification in respect of a Claim asserted or made within the period described in the preceding sentence shall continue until the final disposition of such Claim. (b) the exercise by Assignee Any Indemnified Party wishing to claim indemnification under Section 5.05(a) hereof, upon learning of any of Claim, shall promptly notify Pocahontas Bancorp, but the rights assigned hereunder failure to so notify shall not release Assignor from relieve Pocahontas Bancorp of any of its duties or obligations liability it may have to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement such Indemnified Party except to the extent that such exercise failure materially prejudices Pocahontas Bancorp. In the event of any Claim, (1) Pocahontas Bancorp shall have the right to assume the defense thereof (with counsel reasonably satisfactory to the Indemnified Party) and shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by Assignee such Indemnified Parties in connection with the defense thereof, except that, if Pocahontas Bancorp elects not to assume such defense or counsel for the Indemnified Parties advises that there are issues which raise conflicts of interest between Pocahontas Bancorp and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and Pocahontas Bancorp shall constitute performance pay all reasonable fees and expenses of such duties and obligationscounsel for the Indemnified Parties promptly as statements therefor are received, and provided further that Pocahontas Bancorp shall in all cases be obligated pursuant to this paragraph to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction, unless counsel for any Indemnified Party advises in writing that there are substantive issues which raise conflicts of interest between the Indemnified Parties, (c2) except as provided the Indemnified Parties will cooperate in the next sentence, none of Assignee, Mortgagee or any Participant shall have any obligation or liability under the Purchase Agreement or the General Terms Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry as to the sufficiency defense of any payment received by any of them or to present or file any claim or to take any other action to collect or enforce any claim such Claim and (3) Pocahontas Bancorp shall not be liable for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but settlement effected without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim with respect to the Aircraft or other goods and services delivered or to prior written consent (which consent shall not unreasonably be delivered pursuant to the Purchase Agreement or the Engine Warranties, the terms and conditions of the Purchase Agreement including, without limitation, the Disclaimer and Release and Exclusion of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 and the Engine Warranties, including without limitation Exhibit B (the "Product Assurance Document") shall apply to, and be binding upon, Assignee and Mortgagee to the same extent as Assignorwithheld).

Certain Agreements. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) Assignor The parties acknowledge that nothing in the Services Agreement, dated as of the date of the Prior Agreement (the "Services Agreement"), among BMC, the General Partner and the Company shall at all times remain liable (i) be deemed to Manufacturer enlarge the obligation of the Partnership to reimburse BMC or the General Partner under the Purchase Master Partnership Agreement to perform all or the duties and obligations obligation of the "Buyer" thereunder and (ii) Operating Partnerships to Engine Manufacturer reimburse the General Partner under the Operating Partnership Agreements. Furthermore, the Partnership and the Operating Partnerships shall have no obligation to reimburse BMC or the General Terms Agreement Partner for the amounts paid to perform all the duties and obligations Company pursuant to Article V of the "Airline" thereunderServices Agreement unless such amounts were paid as reimbursement for costs and expenses for which BMC or the General Partner would be entitled to reimbursement under the Master Partnership Agreement or the Operating Partnership Agreements, in each case as such agreements have been modified by the terms hereof, if BMC or the General Partner had incurred such costs and expenses directly. In addition, the Partnership and the Operating Partnerships shall have no obligation to reimburse BMC or the General Partner for amounts paid to the same extent Company pursuant to Article VI of the Services Agreement unless such amounts were paid as indemnification for damages and expenses for which BMC or the General Partner would be entitled to indemnification under the Master Partnership Agreement or the Operating Partnership Agreements if this Assignment BMC or the General Partner had not been executed,incurred such damages or expenses directly. (b) the exercise by Assignee of any The Partnership and each of the rights assigned hereunder shall not release Assignor from Operating Partnerships waive, as of the date of the Prior Agreement, any right of its duties offset or obligations to Manufacturer under the Purchase Agreement counterclaim or to Engine Manufacturer under the General Terms Agreement except to the extent that such exercise by Assignee shall constitute performance of such duties and obligations, and (c) except as provided in the next sentence, none of Assignee, Mortgagee or any Participant shall similar right it may have any obligation or liability under the Purchase Agreement against BMC or the General Terms Agreement by reason of, or arising out of, this Assignment or be obligated Partner with respect to perform any of the their respective obligations or duties of Assignor under the Purchase Agreement to reimburse BMC or the General Terms Agreement or to make any payment thereunder or to make any inquiry as to the sufficiency of any payment received by any of them or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the EnginesPartner, as the case may be, in exercising any rights under for contributions to the Purchase Agreement ESOP pursuant to Section 2.02 hereof. (c) The parties acknowledge that the Partnership and the Operating Partnerships are not obligated to reimburse BMC or the Engine WarrantiesGeneral Partner if any tax is owed by Glenmoor, BMC or in making any claim with respect to the Aircraft or other goods and services delivered or to be delivered General Partner pursuant to the Purchase Agreement or the Engine Warranties, the terms and conditions Section 83 of the Purchase Agreement including, without limitation, Internal Revenue Code as a result of the Disclaimer and Release and Exclusion of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 and the Engine Warranties, including without limitation Exhibit B (the "Product Assurance Document") shall apply to, and be binding upon, Assignee and Mortgagee to the same extent as AssignorRestructuring.

Certain Agreements. It is expressly agreed that, anything herein contained to Each Buyer agrees with the contrary notwithstandingSeller as follows: (a) Assignor Each Buyer acknowledges that the Seller is presently in negotiations with respect to a merger with a publicly traded U.S. company. If the Seller’s Board of Directors shall at approve such merger, then each Buyer agrees to vote all times remain liable (i) to Manufacturer under of its Securities in favor of such merger, all on terms and conditions as approved by the Purchase Agreement to perform all the duties and obligations Board of the "Buyer" thereunder and (ii) to Engine Manufacturer under the General Terms Agreement to perform all the duties and obligations of the "Airline" thereunder, in each case to the same extent as if this Assignment had not been executed,Directors. (b) Each Buyer agrees that prior to the effectiveness of a Registration Statement, as contemplated by the Registration Rights Agreement, Buyer shall not sell, transfer, assign or pledge any Common Stock, Warrants or shares issued upon exercise by Assignee of any of the rights assigned hereunder shall not release Assignor from Warrants or any of its duties or obligations to Manufacturer rights under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement except to the extent that such exercise by Assignee shall constitute performance of such duties and obligations, and (c) except as provided in the next sentence, none of Assignee, Mortgagee or any Participant shall have any obligation or liability under the Purchase this Agreement or the General Terms Registration Rights Agreement, without the Seller’s prior written consent, which may be granted or withheld in the Seller’s absolute discretion, provided, however, that the Seller’s consent shall not be unreasonably withheld in the case of sales, transfers, assignments or pledges in favor of an immediate family member of a Buyer who is a natural person (including, trusts in favor of such persons) or if the Buyer is a legal entity, in favor of an entity controlled by or under common control with such legal entity, provided, further, however, that if the Seller shall so grant its consent, that the Seller shall receive a counterpart signature page to this Agreement by reason ofagreeing to be bound hereby (including, the Appendices and Exhibits hereto) and such other items and opinions as the Seller shall reasonably request. A change of control of a Buyer that is a legal entity (whether as a result of transfer of equity or arising out of, this Assignment or be obligated to perform any as a result of the obligations or duties change of Assignor a majority of its directors) shall be deemed a transfer pursuant to this clause. A Buyer’s right as a Purchaser under the Purchase Registration Rights Agreement or the General Terms Agreement or (as such term is defined therein) may only be transferred to make any payment thereunder or to make any inquiry as to the sufficiency of any payment received by any of them or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim with respect to the Aircraft or other goods and services delivered or to be delivered a transferee permitted pursuant to the Purchase Agreement or the Engine Warranties, the terms and conditions of the Purchase Agreement including, without limitation, the Disclaimer and Release and Exclusion of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 and the Engine Warranties, including without limitation Exhibit B (the "Product Assurance Document") shall apply to, and be binding upon, Assignee and Mortgagee to the same extent as Assignorthis Section.

Certain Agreements. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) Assignor shall at all times remain liable For a period of six (i6) years from and after the Closing Date, Bradford shall, to Manufacturer the fullest extent permitted to it under the Purchase Agreement to perform all the duties applicable law, indemnify, defend and obligations hold harmless each present and former director and officer of Parent (the "Buyer" thereunder Indemnified Parties") against all losses, claims, damages, costs, expenses (including reasonable attorneys' fees and expenses), liabilities, judgments or amounts paid in settlement (iiwith the prior written approval of Bradford, which approval shall not be unreasonably withheld) to Engine Manufacturer under the General Terms Agreement to perform all the duties and obligations or in connection with any claim, action, suit, proceeding or investigation arising out of the "Airline" thereunder, in each case matters existing or occurring at or prior to the same Closing Date (a "Claim") in which an Indemnified Party is, or is threatened to be made, a party or a witness based in whole or in part on, or arising in whole or in part out of, the fact that such person is or was a director or officer of Parent or any Parent Subsidiary, regardless of whether such Claim is asserted or claimed prior to, at or after the Closing Date, to the fullest extent as if this Assignment had not to which directors and officers of Parent would have been executed,entitled under Parent's Charter and applicable law and regulations. All rights to indemnification in respect of a Claim asserted or made within the period described in the preceding sentence shall continue until the final disposition of such Claim. (b) the exercise by Assignee Any Indemnified Party wishing to claim indemnification under this Section 5.05, upon learning of any of Claim, shall promptly notify Bradford, but the rights assigned hereunder failure to so notify shall not release Assignor from relieve Bradford of any of its duties or obligations liability it may have to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement such Indemnified Party except to the extent that such exercise failure prejudices Bradford. In the event of any Claim, (i) Bradford shall have the right to assume the defense thereof (with counsel reasonably satisfactory to the Indemnified Party) and shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by Assignee such Indemnified Parties in connection with the defense thereof, except that, if Bradford elects not to assume such defense or counsel for the Indemnified Parties advises that there are issues which raise conflicts of interest between Bradford and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and Bradford shall constitute performance pay all reasonable fees and expenses of such duties counsel for the Indemnified Parties promptly as statements therefor are received, provided further that Bradford shall in all cases be obligated pursuant to this paragraph to pay for only one firm of counsel for all Indemnified Parties, (ii) the Indemnified Parties will cooperate in the defense of any such Claim and obligations, and(iii) Bradford shall not be liable for any settlement effected without its prior written consent (which consent shall not unreasonably be withheld). (c) except as provided in In the next sentence, none of Assignee, Mortgagee event Bradford or any Participant of is successors or assigns (i) consolidates with or merges into any other Person and shall have any obligation not continue or liability under the Purchase Agreement survive such consolidation or the General Terms Agreement by reason ofmerger, or arising out of(ii) transfers or conveys all or substantially all of its properties and assets to any Person, this Assignment or then, and in each such case, to the extent necessary, proper provision shall be obligated to perform any made so that the successors and assigns of Bradford assume the obligations set forth in this Section 5.05. (d) Bradford shall maintain in effect for six (6) years from the Closing Date, the current directors' and officers' liability insurance policy maintained by Parent (provided that Bradford may substitute t▇▇▇▇▇▇▇ ▇▇▇icies of at least the same coverage containing terms and conditions which are not materially less favorable) with respect to matters occurring at or duties of Assignor under the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry as prior to the sufficiency of any payment received by any of them Closing Date. In connection with the foregoing, Parent agrees to provide such insurer or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar substitute insurer with such representations as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case such insurer may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim reasonably request with respect to the Aircraft reporting of any prior claims. DISCLOSURE SCHEDULE 5.05 sets forth all claims made or other goods notices provided to Parent's present insurers and services delivered the extent to which any present insurance coverage has been impaired due to either defense expense or settlements. (e) As soon as practicable following the execution of this Agreement, Bradford shall afford Parent the opportunity to review the proposed insurance policy to be delivered obtained by Bradford pursuant to the Purchase Agreement or the Engine Warranties, the terms and conditions of the Purchase Agreement including, without limitation, the Disclaimer and Release and Exclusion of Liabilities Section 5.05(d). (f) The provisions of Sections 12.1 through 12.4 of Article 12 and this Section 5.05 are intended to be for the Engine Warranties, including without limitation Exhibit B (the "Product Assurance Document") shall apply tobenefit of, and shall be binding uponenforceable by, Assignee each Indemnified Party and Mortgagee to the same extent as Assignorhis or her heirs and representatives.

Certain Agreements. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) Assignor shall at all times remain liable (i) to Manufacturer under the Purchase Agreement to perform all the duties and obligations of the "Buyer" thereunder and (ii) to Engine Manufacturer under the General Terms Agreement to perform all the duties and obligations of the "AirlineContinental" thereunder, in each case to the same extent as if this Assignment had not been executed, (b) the exercise by Assignee of any of the rights assigned hereunder shall not release Assignor from any of its duties or obligations to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement except to the extent that such PURCHASE AGREEMENT AND ENGINE WARRANTIES ASSIGNMENT ROLLS PAGE 5 342 exercise by Assignee shall constitute performance of such duties and obligations, and (c) except as provided in the next sentence, none of Assignee, Mortgagee or any Participant shall have any obligation or liability under the Purchase Agreement or the General Terms Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry as to the sufficiency of any payment received by any of them or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim with respect to the Aircraft or other goods and services delivered or to be delivered pursuant to the Purchase Agreement or the Engine Warranties, the terms and conditions of the Purchase Agreement including, without limitation, the Disclaimer and Release and Exclusion of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 and the Engine Warranties, including without limitation Exhibit B (the "Product Assurance Document") C thereto shall apply to, and be binding upon, Assignee and Mortgagee to the same extent as Assignor. Each of Assignee and Mortgagee agree that, in the event it intends to sell, re-lease or otherwise dispose of one or more of the Engines to any Person, it will use reasonable efforts to ensure that such Person enters into a direct warranty agreement with Engine Manufacturer prior to delivery of such Engine or Engines to such Person.

Certain Agreements. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) Assignor shall at all times remain liable (i) to Manufacturer under the Purchase Agreement to perform all the duties and obligations of the "BuyerCustomer" thereunder and (ii) to Engine Manufacturer under the General Terms Agreement to perform all the duties and obligations of the "Airline" thereunder, in each case to the same extent as if this Assignment had not been executed, (b) the exercise by Assignee of any of the rights assigned hereunder shall not release Assignor from any of its duties or obligations to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement except to the extent that such exercise by Assignee shall constitute performance of such duties and obligations, and (c) except as provided in the next sentence, none of Assignee, Mortgagee or any Participant shall have any obligation or liability under the Purchase Agreement or the General Terms Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry as to the sufficiency of any payment received by any of them or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim with respect to the Aircraft or other goods and services delivered or to be delivered pursuant to the Purchase Agreement or the Engine Warranties, the terms and conditions of the Purchase Agreement including, without limitation, the Disclaimer and Release and the Exclusion of Liabilities Consequential and Other Damages provisions of Sections 12.1 through 12.4 12.3 of Article 12 Exhibit C to the AGTA and the Engine Warranties, including without limitation Exhibit B (to the "Product Assurance Document") General Terms Agreement shall apply to, and be binding upon, Assignee and Mortgagee to the same extent as Assignor.

Certain Agreements. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) Assignor shall at all times remain liable (i) From and after the Company Merger Effective Date through the third anniversary thereof, Pocahontas Bancorp agrees to Manufacturer under the Purchase Agreement to perform all the duties indemnify, defend and obligations hold harmless each present and former director and officer of Marked Tree Bancshares and its Subsidiaries determined as of the Closing Date (the "Buyer" thereunder Indemnified Parties") against all losses, claims, damages, costs, expenses (including reasonable attorneys' fees and expenses), liabilities, judgments or amounts paid in settlement (iiwith the approval of Pocahontas Bancorp, which approval shall not be unreasonably withheld) or in connection with any claim, action, suit, proceeding or investigation arising out of matters existing or occurring at or prior to Engine Manufacturer the Company Merger Effective Date, including, without limitation, the transactions contemplated hereby (a "Claim") in which an Indemnified Party is, or is threatened to be made, a party or a witness based in whole or in part on, or arising in whole or in part out of, the fact that such person is or was a director or officer of Marked Tree Bancshares or any of its Subsidiaries, regardless of whether such Claim is asserted or claimed prior to, at or after the Closing Date, to the fullest extent to which directors and officers of Marked Tree Bancshares are entitled under the General Terms Agreement to perform all the duties Marked Tree Bancshares' articles of incorporation and obligations bylaws and applicable federal and state law (and Pocahontas Bancorp shall pay expenses in advance of the "Airline" thereunder, in final disposition of any such action or proceeding to each case Indemnified Party to the same extent permissible under applicable law and Marked Tree Bancshares' articles of incorporation and bylaws as in effect on the date hereof; provided, that the person to whom expenses are advanced provides an undertaking to repay such expenses if this Assignment had it is ultimately determined that such person is not been executed,entitled to indemnification). All rights to indemnification in respect of a Claim asserted or made within the period described in the preceding sentence shall continue until the final disposition of such Claim. (b) the exercise by Assignee Any Indemnified Party wishing to claim indemnification under Section 5.05(a) hereof, upon learning of any of Claim, shall promptly notify Pocahontas Bancorp, but the rights assigned hereunder failure to so notify shall not release Assignor from relieve Pocahontas Bancorp of any of its duties or obligations liability it may have to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement such Indemnified Party except to the extent that such exercise failure materially prejudices Pocahontas Bancorp. In the event of any Claim, (1) Pocahontas Bancorp shall have the right to assume the defense thereof (with counsel reasonably satisfactory to the Indemnified Party) and shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by Assignee such Indemnified Parties in connection with the defense thereof, except that, if Pocahontas Bancorp elects not to assume such defense or counsel for the Indemnified Parties advises that there are issues which raise conflicts of interest between Pocahontas Bancorp and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and Pocahontas Bancorp shall constitute performance pay all reasonable fees and expenses of such duties counsel for the Indemnified Parties promptly as statements therefor are received, provided further that Pocahontas Bancorp shall in all cases be obligated pursuant to this paragraph to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction, unless counsel for any Indemnified Party advises in writing that there are substantive issues which raise conflicts of interest between the Indemnified Parties, (2) the Indemnified Parties will cooperate in the defense of any such Claim and obligations, and(3) Pocahontas Bancorp shall not be liable for any settlement effected without its prior written consent. (c) except Pocahontas Bancorp shall use its best efforts to cause the persons serving as provided in the next sentence, none officers and directors of Assignee, Mortgagee or any Participant shall have any obligation or liability under the Purchase Agreement or the General Terms Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry as Marked Tree Bancshares immediately prior to the sufficiency Company Merger Effective Date to be covered for a period of any payment received six years from the Company Merger Effective Date by any the directors' and officers' liability insurance policy maintained by Marked Tree Bancshares (provided that Pocahontas Bancorp may substitute therefor policies of them at least the same coverage and amounts containing terms and conditions which are not less advantageous than such policy) with respect to acts or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement omissions occurring prior to the contrary notwithstanding, but without Company Merger Effective Date that were committed by such officers and directors in any way releasing Assignor from their capacity as such. (d) In the event Pocahontas Bancorp or any of its duties successors or assigns (1) consolidates with or merges into any other Person and shall not continue or survive such consolidation or merger, or (2) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Pocahontas Bancorp assume the obligations under the Purchase Agreement, the General Terms Agreement or set forth in this Assignment, Assignee and Mortgagee confirm Section 5.05. (e) The provisions of this Section 5.05 are intended to be for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim with respect to the Aircraft or other goods and services delivered or to be delivered pursuant to the Purchase Agreement or the Engine Warranties, the terms and conditions of the Purchase Agreement including, without limitation, the Disclaimer and Release and Exclusion of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 and the Engine Warranties, including without limitation Exhibit B (the "Product Assurance Document") shall apply toof, and shall be binding uponenforceable by, Assignee each Indemnified Party and Mortgagee to the same extent as Assignorhis or her heirs and representatives.

Certain Agreements. It is expressly agreed thatAs provided in each ▇▇▇▇ of Sale, anything herein contained the Lessee shall have assigned all Warranties to the contrary notwithstanding: (a) Assignor shall at all times remain liable (i) to Manufacturer under the Purchase Agreement to perform all the duties and obligations Lessor as of the "Buyer" thereunder related Funding Date. The Lessor hereby authorizes the Lessee, at the Lessee’s expense, so long as an Event of Default shall not have occurred and (ii) be continuing, to Engine Manufacturer under assert any and all claims, and to prosecute any and all suits, actions and proceedings, in its own name or in the General Terms Agreement to perform all the duties and obligations name of the "Airline" thereunderLessor or the Nominee on behalf of the Lessor (provided that the indemnities under Sections 5.1 and 5.2 of the Participation Agreement shall apply thereto), at the Lessee’s expense, and to receive any amounts payable to the Lessor or to the Nominee, in each case respect of any warranties or undertakings, express or implied, relating to the same extent as if this Assignment had not been executed, (b) the exercise by Assignee of any of the rights assigned hereunder shall not release Assignor Vehicles from any Manufacturer, or any contractor or subcontractor (including any equipment or parts supplied therewith) (herein “Warranties”), provided that (x) after the occurrence of an Event of Default, such authorization shall terminate, and the Lessor may assert and enforce, at the Lessee’s sole cost and expense, such claims, suits, actions and proceedings, and (y) at the time the Lessee receives the proceeds of any such claims, suits, actions and proceedings, and so long as no Event of Default shall have occurred and be continuing, the Lessee is authorized to retain all such proceeds subject to the Lessee’s continued compliance with its duties maintenance and repair obligations pursuant to Sections 7.4 and 14.3; it being the intention of the Lessor and the Lessee that all such proceeds be applied to the repair and maintenance of the Vehicle (or obligations to Manufacturer under the Purchase Agreement or to Engine Manufacturer under reimbursement of the General Terms Agreement except Lessee for the same) to the extent necessary to restore any diminution in value of the Vehicle which gave rise to such claims, suits, actions and proceedings. If an Event of Default exists at the time such proceeds are received by the Lessee, such proceeds shall be promptly paid over to the Lessor. The Lessor shall make reasonable efforts to cooperate with the Lessee in order to enable the Lessee to assert any such claim and prosecute any such suit, action or proceeding; provided, however, that such exercise by Assignee shall constitute performance of such duties the Lessor and obligations, and (c) except as provided in the next sentence, none of Assignee, Mortgagee or any Owner Participant shall have any obligation or liability under be fully indemnified by the Purchase Agreement or the General Terms Agreement by reason ofLessee against all liabilities, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry as to the sufficiency of any payment received by any of them or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent costs and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim with respect to the Aircraft or other goods and services delivered or to be delivered pursuant to the Purchase Agreement or the Engine Warranties, the terms and conditions of the Purchase Agreement including, without limitation, the Disclaimer and Release and Exclusion of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 and the Engine Warrantiesexpenses, including without limitation Exhibit B (the "Product Assurance Document") shall apply to, attorneys’ fees and be binding upon, Assignee and Mortgagee to the same extent as Assignorexpenses incurred in connection therewith or resulting therefrom.

Certain Agreements. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) Assignor For a period of six years from and after the Merger Effective Date, Provident Bank shall at all times remain liable to the fullest extent permitted to it under applicable law indemnify, defend and hold harmless each present and former director and officer of NBF (i) to Manufacturer under the Purchase Agreement to perform all the duties and obligations of the "Buyer" thereunder Indemnified Parties") against all losses, claims, damages, costs, expenses (including reasonable attorneys' fees and expenses), liabilities, judgments or amounts paid in settlement (iiwith the prior written approval of Provident Bank, which approval shall not be unreasonably withheld) to Engine Manufacturer under the General Terms Agreement to perform all the duties and obligations or in connection with any claim, action, suit, proceeding or investigation arising out of the "Airline" thereunder, in each case matters existing or occurring at or prior to the same Merger Effective Date (a "Claim") in which an Indemnified Party is, or is threatened to be made, a party or a witness based in whole or in part on, or arising in whole or in part out of, the fact that such person is or was a director or officer of NBF, regardless of whether such Claim is asserted or claimed prior to, at or after the Closing Date, to the fullest extent as if this Assignment had not to which directors and officers of NBF would have been executed,entitled under NBF's articles of association and applicable federal law and the regulations. All rights to indemnification in respect of a Claim asserted or made within the period described in the preceding sentence shall continue until the final disposition of such Claim. (b) the exercise by Assignee Any Indemnified Party wishing to claim indemnification under Section 5.05, upon learning of any of Claim, shall promptly notify Provident Bank, but the rights assigned hereunder failure to so notify shall not release Assignor from relieve Provident Bank of any of its duties or obligations liability it may have to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement such Indemnified Party except to the extent that such exercise failure prejudices Provident Bank. In the event of any Claim, (i) Provident Bank shall have the right to assume the defense thereof (with counsel reasonably satisfactory to the Indemnified Party) and shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by Assignee such Indemnified Parties in connection with the defense thereof, except that, if Provident Bank elects not to assume such defense or counsel for the Indemnified Parties advises that there are issues which raise conflicts of interest between Provident Bank and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and Provident Bank shall constitute performance pay all reasonable fees and expenses of such duties counsel for the Indemnified Parties promptly as statements therefor are received, provided further that Provident Bank shall in all cases be obligated pursuant to this paragraph to pay for only one firm of counsel for all Indemnified Parties, (ii) the Indemnified Parties will cooperate in the defense of any such Claim and obligations, and(iii) Provident Bank shall not be liable for any settlement effected without its prior written consent (which consent shall not unreasonably be withheld). (c) except as provided in In the next sentence, none of Assignee, Mortgagee event Provident Bank or any Participant of is successors or assigns (i) consolidates with or merges into any other Person and shall have any obligation not continue or liability under the Purchase Agreement survive such consolidation or the General Terms Agreement by reason ofmerger, or arising out of(ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Provident Bank assume the obligations set forth in this Assignment Section 5.05. (d) Provident Bank shall maintain in effect for three years from the Closing Date, if available, the current directors' and officers' liability insurance policy maintained by NBF (provided that Provident Bank may substitute therefor policies of at least the same coverage containing terms and conditions which are not materially less favorable) with respect to matters occurring at or prior to the Closing Date, provided, however, that in no event shall Provident Bank be obligated required to perform any expend pursuant to this Section 5.05(d) more than the amount equal to 150% of the obligations current annual amount expended by NBF to maintain or duties of Assignor under procure insurance coverage pursuant hereto (which amount, if applicable, shall be used to maintain the Purchase Agreement directors' and officers' liability insurance policy for such period less than three years as is available for such payment). In connection with the foregoing, NBF agrees to provide such insurer or the General Terms Agreement or to make any payment thereunder or to make any inquiry substitute insurer with such representations as to the sufficiency of any payment received by any of them or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case such insurer may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim reasonably request with respect to the Aircraft reporting of any prior claims. NBF DISCLOSURE SCHEDULE 5.05(d) sets forth all claims made or other goods and services delivered or notices provided to be delivered pursuant to the Purchase Agreement or the Engine Warranties, the terms and conditions of the Purchase Agreement including, without limitation, the Disclaimer and Release and Exclusion of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 NBF's present insurers and the Engine Warranties, including without limitation Exhibit B (the "Product Assurance Document") shall apply to, and be binding upon, Assignee and Mortgagee extent to the same extent as Assignorwhich any present insurance coverage has been impaired due to either defense expense or settlements.

Certain Agreements. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) Assignor HSB shall at all times remain liable (i) maintain in effect for three years from the Merger Effective Date the current directors’ and officers’ liability insurance policy maintained by MBL or provide a policy providing comparable coverage and amounts on terms and conditions no less favorable for the officers and directors currently covered by MBL’s existing policy with respect to Manufacturer under matters occurring prior to the Purchase Agreement Closing Date; provided however, that in no event shall HSB be obligated to perform all the duties and obligations expend, to maintain or provide insurance coverage pursuant to this Section 5.05(a), an amount in aggregate in excess of 150% of the "Buyer" thereunder and (ii) to Engine Manufacturer under the General Terms Agreement to perform all the duties and obligations amount of annual premium paid by MBL as of the "Airline" thereunderdate hereof for such insurance (“Maximum Insurance Amount”); provided, in each case further; that if the aggregate amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Insurance Amount, HSB shall obtain the most advantageous coverage obtainable for an appropriate premium equal to the same extent Maximum Insurance Amount. In connection with the foregoing, MBL agrees to provide such insurer or substitute insurer with such representations as if this Assignment had not been executed,such insurer may request with respect to the reporting of any prior claims. (b) For a period of six years from the exercise by Assignee Merger Effective Date, HSB and HSB MHC agree to indemnify, defend and hold harmless each present and former director and officer of MBL and the MBL Subsidiaries determined as of the Closing Date (the “Indemnified Parties”) against all losses, claims, damages, costs, expenses (including reasonable attorneys’ fees and expenses), liabilities, judgments or amounts paid in settlement (with the approval of HSB and HSB MHC, which approval shall not be unreasonably withheld or delayed) or in connection with any claim, action, suit, proceeding or investigation arising out of matters existing or occurring at or prior to the Merger Effective Date (a “Claim”) in which an Indemnified Party is, or is threatened to be made, a party or a witness based in whole or in part on, or arising in whole or in part out of, the fact that such person is or was a director or officer of MBL, regardless of whether such Claim is asserted or claimed prior to, at or after the Closing Date, to the fullest extent to which directors and officers of MBL are entitled under applicable law, MBL’s articles and bylaws, (and HSB shall pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the extent permissible to an Illinois savings bank, or MBL’s articles and bylaws; provided, that the person to whom expenses are advanced provides an undertaking to repay such expenses if it is ultimately determined that such person is not entitled to indemnification). All rights to indemnification in respect of a Claim asserted or made within the rights assigned hereunder period described in the preceding sentence shall continue until the final disposition of such Claim. (c) Any Indemnified Party wishing to claim indemnification under Section 5.05(b), upon learning of any Claim, shall promptly notify HSB, but the failure to so notify shall not release Assignor from relieve HSB of any of its duties or obligations liability it may have to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement such Indemnified Party except to the extent that such exercise failure materially prejudices HSB. In the event of any Claim, (i) HSB shall have the right to assume the defense thereof (with counsel reasonably satisfactory to the Indemnified Party) and shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by Assignee such Indemnified Parties in connection with the defense thereof, except that, if HSB elects not to assume such defense or counsel for the Indemnified Parties advises that there are issues which raise conflicts of interest between HSB and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and HSB shall constitute performance pay all reasonable fees and expenses of such duties counsel for the Indemnified Parties promptly as statements therefor are received, provided further that HSB shall in all cases be obligated pursuant to this paragraph to pay for only one firm of counsel for all Indemnified Parties, (ii) the Indemnified Parties will cooperate in the defense of any such Claim and obligations, and(iii) HSB shall not be liable for any settlement effected without its prior written consent (which consent shall not unreasonably be withheld or delayed). (cd) except as provided in In the next sentence, none of Assignee, Mortgagee event HSB or any Participant shall have any obligation or liability under the Purchase Agreement or the General Terms Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry as to the sufficiency of any payment received by any of them or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties successors or assigns (i) consolidates with or merges into any other Person and shall not continue or survive such consolidation or merger, or (ii) liquidates, dissolves, transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of HSB assume the obligations under the Purchase Agreement, the General Terms Agreement or set forth in this Assignment, Assignee and Mortgagee confirm Section 5.05. (e) The provisions of this Section 5.05 are intended to be for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim with respect to the Aircraft or other goods and services delivered or to be delivered pursuant to the Purchase Agreement or the Engine Warranties, the terms and conditions of the Purchase Agreement including, without limitation, the Disclaimer and Release and Exclusion of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 and the Engine Warranties, including without limitation Exhibit B (the "Product Assurance Document") shall apply toof, and shall be binding uponenforceable by, Assignee each Indemnified Party and Mortgagee to the same extent as Assignorhis or her heirs and personal representatives.

Certain Agreements. It Except as disclosed in Section 5.12 of ------------------ the Disclosure Schedule, neither Loomis nor any of its Subsidiaries is expressly agreed thata party to any agreement, anything herein contained to the contrary notwithstanding: plan or arrangement with any officer, director or employee of Loomis or any of its Subsidiaries (a) Assignor shall at all times remain liable (i) to Manufacturer under the Purchase Agreement to perform all benefits of which are contingent, or the duties and obligations terms of which are materially altered, upon the "Buyer" thereunder and (ii) to Engine Manufacturer under the General Terms Agreement to perform all the duties and obligations of the "Airline" thereunder, in each case to the same extent as if this Assignment had not been executed, (b) the exercise by Assignee occurrence of any of the rights assigned hereunder shall not release Assignor from transactions contemplated by this Agreement, (b) providing benefits after the termination of employment regardless of the reason for such termination of employment, other than benefits generally applicable to Loomis' or any of its duties Subsidiaries' salaried or obligations to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement except to the extent that such exercise by Assignee shall constitute performance of such duties and obligationshourly employees, and (c) except as provided in under which any person may receive payments subject to the next sentencetax imposed by Section 4999 of the Code, none or (d) any of Assigneethe benefits of which will be increased, Mortgagee or the vesting of benefits of which will be accelerated, by the occurrence of any Participant shall have any obligation or liability under of the Purchase transactions contemplated by this Agreement or the General Terms Agreement by reason of, or arising out of, this Assignment or be obligated to perform value of any of the obligations or duties benefits of Assignor under which will be calculated on the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry as to the sufficiency basis of any payment received of the transactions contemplated by any this Agreement. Except as disclosed in Section 5.12 of them or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignmentthe Disclosure Schedule, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from neither Loomis nor any of its duties Subsidiaries is a party to any (i) Contract relating to or granting a Lien securing the borrowing of money or the guarantee of any obligation for the borrowing of money, (ii) Contract or other document that substantially limits the freedom of Loomis or any of its Subsidiaries to compete in any line of business or with any Person or in any area or which would so limit the freedom of Newco or any of its Subsidiaries to so compete after the Closing, (iii) Contract relating to the acquisition or disposition of any business by Loomis or any of its Subsidiaries, (iv) Contract with the Stockholders or any of their other Affiliates or (v) other Contract that is material to Loomis and its Subsidiaries, taken as a whole. Except as set forth in Section 5.12 of the Disclosure Schedule and except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Loomis, each Contract described in Section 5.12 of the Disclosure Schedule, or required to be so described, is a valid and binding obligation of the parties thereto and is in full force and effect without amendment and neither Loomis nor any of its Subsidiaries nor, to the knowledge of Loomis, any other party thereto is (or with the giving of notice or lapse of time or both would be) in breach or default under any such agreements in any material respect. Except as set forth in the Section 5.12 of the Disclosure Schedule, each party has performed all obligations required to be performed by it through the date hereof under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions agreements so described in Section 5.12 of the Purchase Agreement Disclosure Schedule and is not (with or the Engine Warranties relate to the Aircraft without lapse of time or the Engines, as the case may be, in exercising any rights under the Purchase Agreement or the Engine Warrantiesgiving notice, or both) in making breach or default under any claim with respect to the Aircraft or other goods and services delivered or to be delivered pursuant to the Purchase Agreement or the Engine Warranties, the terms and conditions of the Purchase Agreement including, without limitation, the Disclaimer and Release and Exclusion of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 and the Engine Warranties, including without limitation Exhibit B (the "Product Assurance Document") shall apply to, and be binding upon, Assignee and Mortgagee to the same extent as Assignorsuch Contract.

Certain Agreements. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) Assignor From and after the Merger Effective Date, Northwest Bancorp and Northwest Savings Bank, jointly and severally shall to the fullest extent permitted under applicable law, agree to indemnify, defend and hold harmless each present and former director and/or officer of Prestige Bancorp and Prestige Bank as of the Merger Effective Date (the "Indemnified Parties") against all losses, claims, damages, costs, expenses (including reasonable attorneys' fees and expenses), liabilities, judgments or amounts paid in settlement (with the approval of Northwest Bancorp, which approval shall not be unreasonably withheld) or in connection with any claim, action, suit, proceeding or investigation arising out of matters existing or occurring at all times remain liable or prior to the Merger Effective Date (ia "Claim") in which an Indemnified Party is, or is threatened to Manufacturer be made, a party or a witness based in whole or in part on, or arising in whole or in part out of, the fact that such Indemnified Party is or was a director or officer of Prestige Bancorp or Prestige Bank, regardless of whether such Claim is asserted or claimed prior to, at or after the Merger Effective Date, to the fullest extent to which directors and officers of Prestige Bancorp are entitled under the Purchase Agreement to perform all PBCA, Prestige Bancorp's articles of incorporation and bylaws, or other applicable law as in effect on the duties date hereof (and obligations Northwest Bancorp shall pay expenses in advance of the "Buyer" thereunder and (ii) final disposition of any such action or proceeding to Engine Manufacturer each Indemnified Party to the extent permissible to a Pennsylvania corporation under the General Terms Agreement PBCA and Prestige Bancorp's articles of incorporation and bylaws as in effect on the date hereof; provided, that the Indemnified Party to perform all whom expenses are advanced provides an undertaking to repay such expenses if it is ultimately determined that such Indemnified Party is not entitled to indemnification). All rights to indemnification in respect of a Claim shall continue until the duties and obligations final disposition of the "Airline" thereunder, in each case to the same extent as such Claim. No indemnification shall be required under this Section 5.05(a) if this Assignment had not been executed,prohibited by applicable law. (b) the exercise by Assignee Any Indemnified Party wishing to claim indemnification under Section 5.05(a), upon learning of any of Claim, shall promptly notify Northwest Bancorp, but the rights assigned hereunder failure to so notify shall not release Assignor from relieve Northwest Bancorp of any of its duties or obligations liability it may have to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement such Indemnified Party except to the extent that such exercise failure materially prejudices Northwest Bancorp. In the event of any Claim, (1) Northwest Bancorp shall have the right to assume the defense thereof (with counsel reasonably satisfactory to the Indemnified Party) and shall not be liable to such Indemnified Party for any legal expenses of other legal counsel or any other expenses subsequently incurred by Assignee such Indemnified Party in connection with the defense thereof, except that, if Northwest Bancorp elects not to assume such defense or counsel for the Indemnified Party advises that there are issues which raise conflicts of interest between Northwest Bancorp and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to him, and Northwest Bancorp shall constitute performance pay all reasonable fees and expenses of such duties counsel for the Indemnified Party promptly as statements therefore are received, provided further that Northwest Bancorp shall in all Claims be obligated pursuant to this Section 5.05(b) to pay for only one firm of counsel for all Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same allegations or circumstances, (2) the Indemnified Party will cooperate in the defense of any such Claim and obligations, and(3) Northwest Bancorp shall not be liable for any settlement effected without its prior written consent (which consent shall not unreasonably be withheld). (c) except as provided in In the next sentence, none of Assignee, Mortgagee event Northwest Bancorp or any Participant of is successors or assigns (1) consolidates with or merges into any other Person and shall have any obligation not continue or liability under the Purchase Agreement survive such consolidation or the General Terms Agreement by reason ofmerger, or arising out of(2) transfers or conveys all or substantially all of its properties and assets to any Person, this Assignment or then, and in each such case, to the extent necessary, proper provision shall be obligated to perform any made so that the successors and assigns of Northwest Bancorp assume the obligations set forth in this Section 5.05. (d) Northwest Bancorp shall maintain in effect for three (3) years from the Merger Effective Date, the current directors' and officers' liability insurance policy maintained by Prestige Bancorp (provided that Northwest Bancorp may substitute therefor policies of at least the same coverage containing terms and conditions which are not materially less favorable) with respect to matters occurring at or duties of Assignor under the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry as prior to the sufficiency of any payment received by any of them Merger Effective Date. In connection with the foregoing, Prestige Bancorp agrees to provide such insurer or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar substitute insurer with such representations as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case such insurer may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim reasonably request with respect to the Aircraft or other goods and services delivered or reporting of any prior claims. (e) The provisions of this Section 5.05 are intended to be delivered pursuant to for the Purchase Agreement or the Engine Warranties, the terms and conditions of the Purchase Agreement including, without limitation, the Disclaimer and Release and Exclusion of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 and the Engine Warranties, including without limitation Exhibit B (the "Product Assurance Document") shall apply tobenefit of, and shall be binding uponenforceable by, Assignee each Indemnified Party and Mortgagee to the same extent as Assignorhis or her heirs and representatives.

Certain Agreements. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) Assignor shall at all times remain liable (i) to Manufacturer under Each Cash Management Bank and Hedge Bank that is the Purchase Agreement to perform all the duties and obligations holder of any of the "Buyer" thereunder Guaranteed Obligations shall have the right individually to enforce the Guaranty and (ii) to Engine Manufacturer exercise any powers, rights and remedies under the General Terms Agreement to perform all the duties and obligations of the "Airline" thereunder, in each case to the same extent as if this Assignment had not been executed,Article XII. (b) Notwithstanding anything to the exercise contrary set forth in this Article XII, by Assignee of any acceptance of the rights assigned hereunder shall not release Assignor from any of its duties or obligations to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement except to the extent that such exercise by Assignee shall constitute performance of such duties and obligations, and (c) except as provided in the next sentence, none of Assignee, Mortgagee or any Participant shall have any obligation or liability under the Purchase Agreement or the General Terms Agreement by reason benefits of, or arising out ofclaiming any rights under, this Assignment or be obligated to perform any the Guaranty, each of the obligations or duties of Assignor under Cash Management Banks, the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry as to the sufficiency Hedge Banks and other holders of any payment received by Guaranteed Obligations shall be deemed to have irrevocably agreed and acknowledged that (i) the Administrative Agent shall not have any of them obligations, responsibilities or duties, expressed or implied, whatsoever to present any Cash Management Bank, any Hedge Bank or file any claim or to take any other action to collect or enforce holder of any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim Guarantee Obligations with respect to the Aircraft or other goods and services delivered or to be delivered pursuant to Guaranty, the Purchase Agreement Guaranteed Obligations, the Guaranteed Cash Management Agreements or the Engine WarrantiesGuaranteed Hedge Agreements and, without limiting the foregoing, the terms and conditions Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, any of the Purchase Agreement includingGuaranteed Obligations, without limitation(ii) the Cash Management Banks, the Disclaimer and Release and Exclusion Hedge Banks or any other holders of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 and the Engine Warrantiesany Guaranteed Obligations (in each case, including without limitation Exhibit B (the "Product Assurance Document"in its capacity as such) shall apply have no right to, and be binding uponshall not, Assignee direct or require the Administrative Agent to take any action (or to refrain from taking any action) under this Article XII or otherwise under or with respect to this Agreement or any other Loan Document, including any action by the Administrative Agent to enforce any provisions of this Article XII against the Borrower or any other provision of this Agreement or any other Loan Document against any Loan Party, and Mortgagee none of the Cash Management Banks, the Hedge Banks or any other holders of any Guaranteed Obligations (in each case, each in its capacity as such) shall not take any action, or commence any Proceeding, seeking to require, compel or cause the same extent Administrative Agent to take any such action (or to refrain from taking any such action) and (iii) the Cash Management Banks, the Hedge Banks or any other holders of any Guaranteed Obligations (in each case, in its capacity as Assignorsuch) shall have no right to vote on any amendment, waiver or consent under this Agreement or any other Loan Document or to receive any notice with respect thereto.

Certain Agreements. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) Assignor If any Tax Indemnitee shall at all times remain liable realize a tax benefit with respect to Taxes paid or indemnified against by the Borrower pursuant to this Article XIII (iwhether by way of deduction, credit, allocation or apportionment of income or otherwise) except to Manufacturer under the Purchase Agreement extent previously taken into account in computing the indemnity or other payment for such Taxes, such Tax Indemnitee shall pay to perform all the duties and obligations Borrower an amount that, after subtraction of any further Tax savings such Tax Indemnitee realizes as a result of the "Buyer" thereunder payment thereof, is equal to the amount of such Tax benefit; provided that (x) no Default or Event of Default has occurred and is continuing, (y) any subsequent loss of any Tax benefit for which a payment has been made to the Borrower hereunder (or which was taken into account in computing the amount of the Borrower’s indemnity hereunder) shall be treated as an indemnifiable Tax hereunder without regard to the exclusions set forth in Section 13.2 and (iiz) such Tax Indemnitee shall not be obligated to Engine Manufacturer under make any payment pursuant to this sentence to the General Terms Agreement extent that the amount of such payment would exceed (1) the aggregate amount of all prior payments by the Borrower to perform such Tax Indemnitee pursuant to this Article XIII, less (2) the aggregate amount of all prior payments by such Tax Indemnitee to the duties Borrower pursuant to this Article XIII. Each Tax Indemnitee shall use reasonable endeavors in filing its Tax returns and obligations of in dealing with taxing authorities to seek and claim each such identifiable Tax benefit and Tax savings and to minimize the "Airline" thereunderTaxes indemnifiable by the Borrower hereunder; provided, however, that no Tax Indemnitee shall be restricted in its right to make available Tax elections and otherwise arrange its Tax affairs as it, in each case its sole discretion, deems appropriate and no Tax Indemnitee shall be obligated to re-arrange its Tax affairs or to disclose any information regarding its Tax affairs or computations to the same extent Borrower or any other Person. Any amount payable by any Tax Indemnitee pursuant to this Section 13.3(a) with respect to any saving in Taxes shall be paid as soon as reasonably practicable after such Tax Indemnitee realizes the identifiable Tax benefit (including making any estimated Tax payment reflecting (or that would reflect but for the use of deductions or credits attributable to activities unrelated to the transactions contemplated by the Operative Documents) such identifiable Tax benefit or, if this Assignment had not an Event of Default is then continuing, within 45 Business Days after the date such Event of Default ceases to be continuing (assuming that such identifiable Tax benefit has been executed,realized by such Tax Indemnitee). (b) The Borrower shall pay any Tax for which it is liable pursuant to this Article XIII directly to the exercise appropriate taxing authority, if allowable, on or before the due date for such Tax or, if not so allowable, directly to the Tax Indemnitee. Any indemnity payable directly to any Tax Indemnitee pursuant to this Article XIII shall be paid to such Tax Indemnitee within 10 Business days after receipt of a written demand therefor from such Tax Indemnitee accompanied by Assignee a written statement describing in reasonable detail the Taxes that are the subject of such indemnity and the computation of the amount so payable (which written statement shall be subject to verification in accordance with the provisions of Section 13.3(c)), but not prior to the later of (x) two Business Days prior to the due date for the payment of such Taxes or (y) in the case of amounts which are being contested in accordance with Section 13.3(c), the time such contest (including all appeals, if any) is finally resolved. If requested by a Tax Indemnitee in writing, the Borrower shall furnish to such Tax Indemnitee the original or a certified copy of a receipt (if any is reasonably available to the Borrower) or such other evidence of payment as is reasonably acceptable to such Tax Indemnitee and reasonably available to the Borrower. (c) If written claim is made against any Tax Indemnitee or if any proceeding is commenced against any Tax Indemnitee (by a written notice of such proceeding) for any Tax for which the Borrower is obligated pursuant to this Article XIII, such Tax Indemnitee shall notify the Borrower in writing promptly and shall not take any action with respect to such claim or Tax without the consent of the Borrower for 30 days after the receipt of such notice by the Borrower, except in the case of any such claim or proceeding, if action shall be required by law or regulation to be taken prior to the end of such 30-day period. If requested by the Borrower in writing within 30 days after the receipt of such notice by the Borrower or such shorter period as is specified above, such Tax Indemnitee shall in good faith diligently contest through appropriate administrative and judicial proceedings (including pursuing all judicial appeals, but not to the United States Supreme Court) in the name of such Tax Indemnitee (or, if requested by the Borrower and permitted by applicable law, and if such contest does not involve net income Taxes or Taxes that are not indemnified by the Borrower hereunder, permit the Borrower to contest in the name of the rights assigned hereunder Borrower or such Tax Indemnitee, unless the Tax Indemnitee determines that permitting the Borrower to control the contest could have a material adverse effect on such Tax Indemnitee), the validity, applicability and amount of such Tax by (x) resisting payment thereof, (y) not paying the same except under protest, if protest be necessary or proper, or (z) if payment be made, seeking a refund thereof in appropriate administrative and judicial proceedings; provided that no such contest shall be commenced or continued unless (A) the Borrower shall have agreed in writing to indemnify such Tax Indemnitee for, and pay on a current basis, all reasonable out-of-pocket costs and expenses which such Tax Indemnitee may incur in connection with contesting such claim, including, without limitation, all reasonable legal, accountants’ and investigatory fees and disbursements, (B) if such contest is to be initiated by the payment of, and the claiming of a refund for, such Tax by such Tax Indemnitee, then the Borrower shall provide such Tax Indemnitee (on an interest-free basis) with the amount of such payment (including interest, penalties and additions to Tax with respect thereto) and shall agree to (and shall on demand) indemnify such Tax Indemnitee against any adverse Tax consequences to such Tax Indemnitee resulting from such interest-free loan, (C) such Tax Indemnitee shall have reasonably determined that the action to be taken will not result in the risk of imposition of criminal penalties or any material risk of forfeiture, sale or loss of, or the creation of any Security Interest (other than a Permitted Encumbrance) on any Collateral, (D) no Default or Event of Default shall have occurred and be continuing, (E) the amount of the potential indemnity (together with the amount of all logically related claims that have been or could be raised in any audit involving such Tax Indemnitee for which the Borrower may be liable to pay an indemnity under this Article XIII) exceeds $25,000.00, (F) the Borrower shall have acknowledged its liability under this Article XIII for such Taxes to the extent such contest is not successful provided that the Borrower will not be bound by its acknowledgment of liability if the contest is resolved with a written judicial decision on an articulated basis that clearly and unambiguously demonstrates that the Borrower has no liability under this Article XIII with respect to such Tax, (G) prior to the Borrower commencing any judicial action on behalf of any Tax Indemnitee, the Borrower shall have provided to such Tax Indemnitee at the Borrower’s expense an opinion of independent Tax counsel selected by the Borrower and reasonably acceptable to the Tax Indemnitee that a reasonable basis exists to contest such claim or, in the case of any appeal of an adverse court decision, to the effect that it is more likely than not such appeal will be successful and (H) if the contested Tax is of a continuing nature and the Tax Indemnitee’s liability for such Tax shall have been determined in a manner adverse to the Tax Indemnitee by a court after a contest conducted pursuant to this Section 13.3(c), there shall have been a change in applicable law since the date of the previous judicial decision and the Tax Indemnitee shall have received at the Borrower’s expense, an opinion of independent Tax counsel selected by the Borrower and reasonably acceptable to the Tax Indemnitee that as a result of such change in applicable law the contest is more likely than not to be successful. The party in control of the contest shall consider in good faith the reasonable requests of the other party, including the request to participate in the contest. The Tax Indemnitee shall not release Assignor from be required by this Section 13.3(c) or any other provision in the Operative Documents (unless required by applicable law or necessary in order to pursue the contest) to disclose to the Borrower or any other Person such Tax Indemnitee’s tax returns, books or records, or any other document or information that such Tax Indemnitee in its sole opinion considers to be confidential. If any Tax Indemnitee shall obtain a refund (the amount of its duties such refund to be determined in the good faith discretion of such Tax Indemnitee) (including a credit or obligations other offset against liability for Tax) of all or any part of any Tax paid by the Borrower or for which the Borrower shall have reimbursed such Tax Indemnitee, such Tax Indemnitee shall pay the Borrower an amount which, after subtraction of any further savings of Taxes actually realized by such Tax Indemnitee as a result of such payment, shall be equal to Manufacturer under the Purchase Agreement amount of such refund, including any interest actually received by or credited to Engine Manufacturer under such Tax Indemnitee on such refund attributable to such Tax that is properly attributable to the General Terms Agreement except period subsequent to such payment or reimbursement by the Borrower, less any Taxes payable by such Tax Indemnitee as a result of the receipt of such refund and/or interest; provided that no Default or Event of Default shall have occurred and be continuing and that such amount (other than the portion thereof representing interest on such refund) shall not exceed the amount paid or advanced by the Borrower to or on behalf of the Tax Indemnitee with respect to such refunded Tax. If any Tax Indemnitee is required to repay to any taxing authority all or any part of a refund with respect to which such Tax Indemnitee shall have made a payment to the Borrower pursuant to this Section 13.3(c), then the Borrower shall pay to such Tax Indemnitee on an After-Tax Basis the amount of such repayment without regard to Section 13.2. A Tax Indemnitee may at any time elect, in writing, not to contest any Tax pursuant to this Section 13.3(c); provided that such election shall constitute a waiver by such Tax Indemnitee of any right to indemnification by the Borrower pursuant to this Article XIII with respect to such Tax (and with respect to similar Taxes relating to any other taxable period to the extent that such exercise by Assignee shall constitute performance failure to contest causes any contest of such duties and obligations, and (c) except as provided in the next sentence, none of Assignee, Mortgagee or any Participant shall have any obligation or liability under the Purchase Agreement or the General Terms Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry as to the sufficiency of any payment received by any of them or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent such Taxes to be precluded) and Agreement or the Engine Consent and Agreement such Tax Indemnitee shall refund to the contrary notwithstanding, but without in Borrower any way releasing Assignor from any of its duties amounts paid or obligations under advanced by the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim Borrower with respect to such Tax (other than any expenses of the Aircraft contest). (d) If any report, return or other goods and services delivered or statement is required to be delivered filed with respect to any Tax that is subject to indemnification under this Article XIII, the Borrower shall, if permitted by applicable law to do so, timely file such report, return or statement (except for any such report, return or statement that a Tax Indemnitee has notified the Borrower that such Tax Indemnitee intends to file); provided that such Tax Indemnitee shall have furnished the Borrower, at the Borrower’s request, with such information, not within the control of the Borrower, as is in such Tax Indemnitee’s control and is reasonably available to such Tax Indemnitee and necessary to file such report, return or statement (it being understood that the Tax Indemnitee shall not be required to furnish copies of its tax returns, books, or records). If the Borrower is not permitted by applicable law to file any such report, return or statement, or has insufficient information, the Borrower will promptly notify the relevant Tax Indemnitee of such requirement and prepare and deliver to such Tax Indemnitee a proposed form of such report, return or statement, within a reasonable time prior to the time such report, return or statement is to be filed. No Tax Indemnitee shall be required to provide the Borrower with any information which such Tax Indemnitee determines in its sole discretion to be confidential. The Borrower shall hold each Tax Indemnitee harmless from and against all liabilities arising out of any insufficiency or inaccuracy of any report, return or statement described in this Section 13.3(d) unless such insufficiency or inaccuracy results from the insufficiency or inaccuracy of any information supplied by the Tax Indemnitee pursuant to this Section 13.3(d). (e) At the Purchase written request of the Borrower within 20 days after receipt by the Borrower of a Tax Indemnitee’s request for an indemnity payment and the written statement described in Section 13.3(b), or of a Tax Indemnitee’s statement regarding an amount payable by the Tax Indemnitee to the Borrower pursuant to Section 13.3(a), any amount or statement determined or prepared by a Tax Indemnitee pursuant to this Article XIII shall be verified by a nationally recognized firm of independent accountants selected by the relevant Tax Indemnitee and reasonably acceptable to the Borrower, and in order to enable such firm to verify such Tax Indemnitee’s computations, such Tax Indemnitee shall provide to such firm (for their own confidential use and not be disclosed to the Borrower or any other Person) all information reasonably necessary for such verification; provided, however, that neither such firm, the Borrower nor any other person will have any right to examine any tax return, books or records of such Tax Indemnitee. The costs of any verification shall be payable by the Borrower unless such firm determines that any amount payable by the Borrower is less, or that any amount payable by the relevant Tax Indemnitee is more, than the amount stated by the relevant Tax Indemnitee by at least 5%. Such firm shall be requested to make its determination within 30 days. In the event such firm shall determine that such amount or statement is incorrect, then such firm shall determine what it believes to be the correct amount, and such determination shall be binding upon the parties. The sole responsibility of such firm shall be to verify the computation of the amounts payable hereunder; the interpretation of this Agreement or any other Operative Document shall not be within the Engine Warranties, scope of such firm’s responsibilities. (f) Each payment by the terms and conditions of the Purchase Agreement including, without limitation, the Disclaimer and Release and Exclusion of Liabilities provisions of Sections 12.1 through 12.4 of Borrower to a Tax Indemnitee pursuant to this Article 12 and the Engine Warranties, including without limitation Exhibit B (the "Product Assurance Document") XIII shall apply to, and be binding upon, Assignee and Mortgagee to the same extent as Assignormade on an After-Tax Basis.

Certain Agreements. It is expressly agreed that, anything herein contained to (A) The Company agrees with the contrary notwithstandingDealer Manager as follows: (a) Assignor shall All representations and warranties of the Company and the Guarantor contained herein or in any certificate or writing delivered hereunder at all times remain liable (i) to Manufacturer under during the Purchase Agreement to perform Exchange Offer shall be true and correct in all the duties and obligations of the "Buyer" thereunder and (ii) to Engine Manufacturer under the General Terms Agreement to perform all the duties and obligations of the "Airline" thereunder, in each case to the same extent as if this Assignment had not been executed,material respects. (b) the exercise by Assignee of any Each of the rights assigned hereunder Company and the Guarantor at all times during the Exchange Offer shall not release Assignor from any have performed, in all material respects, all of its duties or obligations to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement except to the extent that such exercise by Assignee shall constitute performance hereunder required as of such duties and obligations, andtime to have been performed by it. (c) except as provided For the period from the date of this Agreement up to and including the Closing Date, there shall not have occurred any Material Adverse Change, or any development that could reasonably be expected to result in a Material Adverse Change, from that set forth in the next sentenceOffering Documents that, none of Assigneein the Dealer Manager's judgment, Mortgagee makes it impracticable to market the New Notes or any Participant to consummate the Exchange Offer on the terms and in the manner contemplated in the Offering Documents. (B) The Company agrees that it shall not consummate the Exchange Offer unless the following conditions are satisfied or otherwise waived by the Dealer Manager: (a) On the Closing Date, the Dealer Manager shall have any obligation received a certificate, dated as of the Closing Date, signed by an executive officer of the Company and the Guarantor, confirming that no change or liability under development to the Purchase effect set forth in Section 6(A)(c) above and certifying that the representations and warranties of the Company and the Guarantor set forth in Section 5 of this Agreement or are true and correct as of the General Terms Agreement by reason ofClosing Date and that the Company and the Guarantor have complied with, or arising out ofreceived waivers from the Dealer Manager with respect to, this Assignment or be obligated to perform any all of the obligations agreements and satisfied all of the conditions contained herein on their part to be performed or duties satisfied hereunder on or before the Commencement Date and the Closing Date, as applicable. The officer signing and delivering such certificate may rely upon the best of Assignor under the Purchase Agreement his or the General Terms Agreement or to make any payment thereunder or to make any inquiry her knowledge as to any proceedings threatened. (b) On the sufficiency Closing Date the Dealer Manager shall have received the favorable opinion of any payment received by any ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, counsel for the Company and the Guarantor, dated as of them or the Closing Date, substantially in the form of Exhibit A. The opinion of ▇▇▇▇▇▇▇▇▇ Traurig, LLP shall be rendered to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignmentthe Dealer Manager at the request of the Company and shall so state therein. (c) On the Closing Date, the Consent and Agreement or Dealer Manager shall have received the Engine Consent and Agreement to the contrary notwithstandingfavorable opinion of Shearman & Sterling, but without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm counsel for the benefit of Manufacturer and Engine ManufacturerDealer Manager, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim with respect to such matters reasonably requested by the Aircraft or other goods and services delivered or to be delivered pursuant to the Purchase Agreement or the Engine WarrantiesDealer Manager, the terms and conditions of the Purchase Agreement including, without limitation, the Disclaimer and Release and Exclusion of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 and the Engine Warranties, including without limitation Exhibit B Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (d) The Dealer Manager shall have received such other documents and certificates as are reasonably requested by the "Product Assurance Document") shall apply to, and be binding upon, Assignee and Mortgagee to the same extent as AssignorDealer Manager or its counsel.

Certain Agreements. It is expressly agreed (A) Lessee further agrees that, with respect ------------------ to any payment or indemnity to an Indemnitee under Section 21(b) hereof or a Tax Indemnitee under this Section 21(a), and notwithstanding subparagraphs 21(a)(ii)(A) and 21(a)(ii)(B) hereof, Lessee's indemnity obligations shall include any amount necessary to hold such Indemnitee or Tax Indemnitee harmless on an after-tax basis from all Taxes required to be paid by such Indemnitee or Tax Indemnitee with respect to such payment or indemnity (including any payments under this Section 21(a)(iii) under the laws of any Federal, state or local government or taxing authority in the United States. Notwithstanding anything herein contained to the contrary notwithstanding:contrary, Lessee may, at its own expense, deliver to Lessor an opinion of Lessee's Tax Counsel, in form and substance reasonably acceptable to Lessor, to the effect that there is a reasonable basis for taking the position that the payment of an indemnity hereunder does not constitute gross income to Lessor. In that event, Lessee will not include any amount with its indemnity payment described in this Section 21(a)(iii)(A) and Lessor will report the payment in a manner consistent with that position. Any denial, disallowance, or disqualification of such position will be treated as a Tax which Lessee is required to indemnify against pursuant to this Section 21(a). (aB) Assignor If any Indemnitee or Tax Indemnitee shall at all times remain liable (i) to Manufacturer under the Purchase Agreement to perform all the duties and obligations of the "Buyer" thereunder and (ii) to Engine Manufacturer under the General Terms Agreement to perform all the duties and obligations of the "Airline" thereunder, in each case to the same extent realize a tax benefit as if this Assignment had not been executed, (b) the exercise by Assignee a result of any Claims or Taxes paid or indemnified against by Lessee under Section 21(b) hereof or this Section 21(a) (whether by way of the rights assigned hereunder shall not release Assignor from any deduction, credit, allocation or apportionment of its duties income or obligations to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement otherwise) (except to the extent that previously taken into account in computing the indemnity paid with respect to such exercise by Assignee Claims or Taxes), such Indemnitee or Tax Indemnitee shall constitute performance pay to Lessee the amount of such duties and obligationstax benefit plus any further tax savings such Indemnitee or Tax Indemnitee realizes as a result of the payment under this Section 21(a)(iii)(B); provided, and (chowever, that any subsequent loss of any tax -------- ------ benefit paid to Lessee hereunder shall be treated as a Tax subject to indemnification in accordance with this Section 21(a). Any payment due to Lessee from Lessor pursuant to this Section 21(a)(iii)(B) except as provided shall be paid within 30 days in immediately available funds after the next sentencefiling of any return, none of Assigneereport, Mortgagee declaration or any Participant shall have any obligation or liability under the Purchase Agreement statement, or the General Terms Agreement making of any estimated tax payment reflecting the utilization by reason ofLessor of a tax deduction or other tax benefit attributable to any Tax or Claim paid or indemnified against by Lessee, or arising out of, this Assignment or the completion of a contest resulting in an obligation on the part of Lessor to make a payment to Lessee hereunder. Lessor shall not be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or pursuant to this section to the extent that the amount of such payment would exceed (i) the aggregate amount of all prior payments by Lessee to Lessor pursuant to Section 21(a), less (ii) the aggregate amount of all prior payments by Lessor to Lessee under this section, but any such excess shall be carried forward and reduce Lessee's obligations to make subsequent payments to Lessor pursuant to Section 21(a). Each Indemnitee or Tax Indemnitee shall in good faith use diligence in filing its tax returns and in dealing with taxing authorities to seek and claim any inquiry as such tax benefit and to minimize the sufficiency Taxes payable or indemnifiable by Lessee hereunder. (C) Any amount payable to any Tax Indemnitee pursuant to this Section 21(a) shall be paid within 30 days in immediately available funds after receipt of any payment received a written demand therefor from such Tax Indemnitee accompanied by documentary proof of the actual satisfaction of such Tax and a written statement describing in reasonable detail the Taxes which are subject of and basis for such indemnity and the computation of the amount so payable (Lessor and Lessee shall undertake a good faith effort to negotiate regarding the accuracy of such written statement, and if Lessee is not reasonably satisfied, such written statement shall, at Lessee's request, be verified by Coopers & Lybrand or other independent accountants chosen by Lessee and reasonably acceptable to such Tax Indemnitee and the expense of such accountants shall be shared equally by Lessee and Lessor). (D) If a written claim is made by any of them or to present or file taxing authority against any claim or to take any other action to collect or enforce any claim Tax Indemnitee for any Taxes which Lessee is required to pay or indemnify against pursuant to this Section 21, such Tax Indemnitee shall promptly notify the Lessee in writing. If requested by the Lessee in writing, such Tax Indemnitee shall in good faith diligently contest (including pursuing all judicial appeals) in the name of such Tax Indemnitee or, if requested by Lessee and permitted by law, contest in the name of Lessee (or permit Lessee, if requested by Lessee, to contest in the name of Lessee or such Tax Indemnitee) the validity, applicability and amount of such Taxes by (1) resisting payment assigned hereunder. Anything contained in this Assignmentthereof, (2) not paying the Consent same except under protest, if protest is necessary and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case may be, in exercising any rights under the Purchase Agreement or the Engine Warrantiesproper, or (3) if payment shall be made, seeking a refund thereof in making any claim appropriate administrative and judicial proceedings; provided that prior to taking such action Lessee shall have agreed to indemnify such Tax Indemnitee in a satisfactory manner for all out-of-pocket costs and expenses which such Tax Indemnitee may incur in connection with respect to the Aircraft or other goods and services delivered or to be delivered pursuant to the Purchase Agreement or the Engine Warrantiescontesting such claim, the terms and conditions of the Purchase Agreement including, without limitation, the Disclaimer all reasonable legal, accountants' and Release investigatory fees and Exclusion of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 and the Engine Warranties, including without limitation Exhibit B (the "Product Assurance Document") shall apply to, and be binding upon, Assignee and Mortgagee disbursements. Any Tax Indemnitee may elect not to contest pursuant to the same extent preceding sentence, but such election shall constitute a waiver by such Tax Indemnitee of any right to indemnification pursuant to this Section 21(a) with respect to the Taxes which were the subject of such proposed contest and, if Lessee has theretofore provided such Tax Indemnitee with any funds with respect to such amount or has itself paid such amounts, such Tax Indemnitee shall promptly pay or repay such funds to Lessee. If any Tax Indemnitee shall obtain a refund of all or any part of any Taxes which Lessee shall have paid for such Tax Indemnitee or for which Lessee shall have reimbursed such Tax Indemnitee, such Tax Indemnitee shall pay to the Lessee the amount of such refund (up to the amount provided in the third sentence of Section 21(a)(iii)(B), but any excess shall be carried forward as Assignorprovided in that sentence), plus any interest received on such refund fairly attributable to any Taxes paid by Lessee to or for such Tax Indemnitee prior to the receipt of such refund plus the amount of any net tax benefit realized by such Tax Indemnitee as the result of the payment thereof; provided, however, that any subsequent loss of any refund paid to -------- Lessee hereunder shall be treated as a Tax subject to indemnification in accordance with this Section 21(a). (E) Each Tax Indemnitee shall be responsible for filing any reports or returns that are required to be made by it with respect to any Tax for which Lessee is obligated to indemnify against hereunder. Lessee shall have no obligation to make any payment to a Tax Indemnitee unless and until satisfactory proof of the satisfaction of such Tax filing is provided.

Certain Agreements. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) Assignor For a period of six years from the Merger Effective Time, and to the fullest extent permitted by law, EBSB agrees to indemnify, defend and hold harmless each present and former director and officer of MWCB (the “Indemnified Parties”) against all losses, claims, damages, costs, expenses (including reasonable attorneys’ fees and expenses), liabilities, judgments or amounts paid in settlement (with the approval of EBSB, which approval shall not be unreasonably withheld) or in connection with any claim, action, suit, proceeding or investigation arising out of matters existing or occurring at all times remain liable or prior to the Merger Effective Time (ia “Claim”) in which an Indemnified Party is, or is threatened to Manufacturer be made, a party or a witness based in whole or in part on, or arising in whole or in part out of, the fact that such person is or was a director or officer of MWCB regardless of whether such Claim is asserted or claimed prior to, at or after the Closing Date, to the fullest extent to which directors and officers of MWCB are entitled under Massachusetts law, or the Purchase Agreement to perform all MWCB articles of organization and bylaws, or other applicable law as in effect on the duties date hereof (and obligations EBSB shall pay expenses in advance of the "Buyer" thereunder and (ii) final disposition of any such action or proceeding to Engine Manufacturer under the General Terms Agreement to perform all the duties and obligations of the "Airline" thereunder, in each case Indemnified Party to the same maximum extent as permissible by law, or MWCB’ charters and bylaws; provided, that the person to whom expenses are advanced provides an undertaking to repay such expenses if this Assignment had it is ultimately determined by a Regulatory Authority or by a court of competent jurisdiction that such person is not been executed,entitled to indemnification). All rights to indemnification in respect of a Claim asserted or made within the period described in the preceding sentence shall continue until the final disposition of such Claim. (b) the exercise by Assignee Any Indemnified Party wishing to claim indemnification under Section 5.05, upon learning of any of Claim, shall promptly notify EBSB, but the rights assigned hereunder failure to so notify shall not release Assignor from relieve EBSB of any of its duties or obligations liability it may have to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement such Indemnified Party except to the extent that such exercise failure materially prejudices EBSB. In the event of any Claim, (i) EBSB shall have the right to assume the defense thereof (with counsel reasonably satisfactory to the Indemnified Party) and shall not be liable to the Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by Assignee the Indemnified Party in connection with the defense thereof, except that, if EBSB elects not to assume such defense or counsel for the Indemnified Party advises that there are issues which raise conflicts of interest between EBSB and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to them, and EBSB shall constitute performance pay all reasonable fees and expenses of such duties counsel for the Indemnified Party promptly as statements therefor are received, provided further that EBSB shall in all cases be obligated pursuant to this paragraph to pay for only one firm of counsel for all Indemnified Parties, (ii) the Indemnified Parties will cooperate in the defense of any such Claim and obligations, and(iii) EBSB shall not be liable for any settlement effected without its prior written consent (which consent shall not unreasonably be withheld). (c) except as provided in In the next sentence, none of Assignee, Mortgagee event EBSB or any Participant shall have any obligation or liability under the Purchase Agreement or the General Terms Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry as to the sufficiency of any payment received by any of them or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties successors or assigns (i) consolidates with or merges into any other Person and shall not continue or survive such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of EBSB assume the obligations under the Purchase Agreement, the General Terms Agreement or set forth in this Assignment, Assignee and Mortgagee confirm Section 5.05. (d) The provisions of this Section 5.05 are intended to be for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim with respect to the Aircraft or other goods and services delivered or to be delivered pursuant to the Purchase Agreement or the Engine Warranties, the terms and conditions of the Purchase Agreement including, without limitation, the Disclaimer and Release and Exclusion of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 and the Engine Warranties, including without limitation Exhibit B (the "Product Assurance Document") shall apply toof, and shall be binding uponenforceable by, Assignee each Indemnified Party and Mortgagee to the same extent as Assignorhis or her heirs and representatives.

Certain Agreements. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) Assignor As promptly as practicable following the Agreement Date and in any event prior to the Closing, Seller and Buyer shall negotiate in good faith the terms and conditions of, and enter into, at the Closing, the ▇▇▇▇ of Sale, Assignment and Assumption Agreement, the IP Assignment Agreement, the Lease Assignments and any other Transaction Agreements. (b) As promptly as practicable following the Agreement Date and in any event prior to Closing, Seller and Buyer shall negotiate in good faith, and finalize the terms, conditions and content of, at the Closing, the Services Schedules, as defined in and in accordance with the principles set forth on Schedule A to the form of Transition Services Agreement attached hereto as Exhibit C. The Parties shall use reasonable best efforts to obtain as of the Closing Date all times remain liable Consents (as defined in the Transition Services Agreement); provided that the costs of obtaining any such Consents shall be allocated between Buyer and Seller as set forth in Section 2.08 of the Transition Services Agreement. Seller (i) has, to Manufacturer under the Purchase Agreement to perform all the duties Seller’s Knowledge and obligations as of the "Buyer" thereunder Agreement Date, disclosed to Buyer its best currently practicably available information with respect to the scope, nature and internal allocation methodology of the services provided by Seller that are necessary for the operation of the Business, and (ii) will continue to Engine Manufacturer under the General Terms Agreement to perform all the duties cooperate with and obligations of the "Airline" thereunderprovide such information to, in each case as may be reasonably requested by Buyer with respect to the same extent as if this Assignment had not been executed, (b) foregoing, the exercise by Assignee of any of Service Schedules and the rights assigned hereunder shall not release Assignor from any of its duties or obligations to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement except to the extent that such exercise by Assignee shall constitute performance of such duties and obligations, andTransition Services Agreement. (c) except as provided in To the next sentenceextent that, none notwithstanding such good faith efforts, Buyer and Seller are unable to agree upon the Transition Service Schedules to be attached to the Transition Services Agreement prior to the earlier of Assignee, Mortgagee or any Participant shall have any obligation or liability under (i) the Purchase Agreement or the General Terms Agreement by reason of, or arising out of, this Assignment or be obligated to perform any end of the obligations or duties of Assignor under the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry Negotiation Period (as defined in Schedule A to the sufficiency form Transition Services Agreement attached hereto as Exhibit C) or (ii) the date this Agreement has been validly terminated pursuant to Article XI, such unresolved matters shall be referred for resolution to the chief financial officer of Buyer, on the one hand, and chief financial officer of Seller, on the other hand, who shall work together in good faith to reach final resolution within ten (10) days of such referral. (d) As promptly as practical following the Agreement Date and in any payment received by any of them or event prior to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignmentthe Closing, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without Parties shall negotiate in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim with respect to the Aircraft or other goods and services delivered or to be delivered pursuant to the Purchase Agreement or the Engine Warranties, good faith using reasonable best efforts the terms and conditions of, and enter into, effective as of the Purchase Agreement includingClosing, without limitation, the Disclaimer a manufacturing and Release and Exclusion of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 and the Engine Warranties, including without limitation Exhibit B supply agreement (the "Product Assurance Document"“Manufacturing and Supply Agreement”), pursuant to which Seller, or an applicable Subsidiary, shall manufacture and supply DE-52 Cellulose to Buyer or its designee(s) for a period of time no less than six (6) years following the Closing Date (provided that Buyer shall have the right to terminate for its convenience (without payment of any termination fees or the like) by providing six (6)-months notice). The Manufacturing and Supply Agreement shall (i) contain reasonable terms and conditions consistent with the current business practices under which Seller (or its applicable Subsidiaries) have supplied such products to the Business during the twelve (12) month period prior to the Agreement Date, (ii) provide that pricing for the products shall be calculated as direct costs (materials plus labor costs) for the first three (3) years following the Closing Date and as direct costs (materials plus labor costs) plus 10% margin for the remainder of the term; (iii) provided that, upon the expiration or early termination of the Manufacturing and Supply Agreement in accordance with its terms, Buyer may elect, at its sole option, to either (A) require Seller (or its applicable Subsidiaries) to (1) provide technology transfer to Buyer or its designees as reasonably required to enable the transition of manufacturing and supply of the products to Buyer’s or its designees’ facilities and (2) promptly deliver all equipment, tooling and machinery used by Seller for the manufacturing of DE-52 Cellulose following the termination of the Manufacturing and Supply Agreement (provided that all costs of such technology transfer and delivery incurred in connection with this clause (A) shall apply to, be shared 50% by Seller and be binding upon, Assignee 50% by Buyer) or (B) extend the term of the Manufacturing and Mortgagee to Supply Agreement on the same extent as Assignorcommercial and pricing terms in effect during the last three (3) years of the initial term.