Common use of Directors’ and Officers’ Indemnification and Insurance Clause in Contracts

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitations, from and after the consummation of the Offer, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from and after the Effective Time, Parent and Surviving Corporation shall, indemnify, defend and hold harmless the present and former officers and directors of the Company and its Subsidiaries (each an "INDEMNIFIED PARTY") against all losses, claims, damages, liabilities, fees, penalties and expenses (including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses incurred in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in the defense of any such matter.

Directors’ and Officers’ Indemnification and Insurance. (a) Until For a period of not less than six years from the expiration of all Effective Date, AbbVie shall cause Allergan or any applicable statutes of limitations, from and after the consummation of the OfferSubsidiary thereof (collectively, the Company shall and Parent shall cause the Company (or any successor “D&O Indemnifying Parties”), to the Companyfullest extent each such D&O Indemnifying Party is so authorized or permitted by applicable Law, as now or hereafter in effect, to: (i) toindemnify and hold harmless each person who is at the date hereof, and was previously, or during the period from and after the date hereof through the date of the Effective Time, Parent and Surviving Corporation shallserving as a director or officer of Allergan or any of its Subsidiaries, indemnifyor at the request or for the benefit of Allergan or any of its Subsidiaries as a director, defend and hold harmless the present and former officers and directors trustee or officer of the Company and any other entity or any benefit plan maintained by Allergan or any of its Subsidiaries (each an "INDEMNIFIED PARTY") against all collectively, the “D&O Indemnified Parties”), as in effect as of the date of this Agreement, in connection with any D&O Claim and any losses, claims, damages, liabilities, feesClaim Expenses, penalties and expenses (including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities penalties and amounts paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses incurred all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) relating to or resulting from such person's D&O Claim; and (ii) promptly advance to such D&O Indemnified Party any Claim Expenses incurred in defending, serving as a trustee witness with respect to or otherwise participating with respect to any D&O Claim in advance of the final disposition of such D&O Claim, including payment on behalf of or advancement to the D&O Indemnified Party of any Claim Expenses incurred by such D&O Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) security, but subject to the full extent permitted D&O Indemnifying Party’s receipt of a written undertaking by the DGCL, or on behalf of such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by law; provided that the D&O Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance Claim Expenses if it is ultimately determined under applicable Law that such party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party shall not be liable for any settlement of any claim effected without such Indemnifying D&O Indemnified Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in the defense of any such matter.

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitationsWithout limiting any additional rights that any employee, from and after the consummation of the Offer, the Company shall and Parent shall cause the Company (officer or director may have under any successor to agreement or Benefit Plan or under the Company) to's charter or bylaws, and from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation shallto, indemnify, defend indemnify and hold harmless each present (as of the present Effective Time) and former officers and directors of the Company and its Subsidiaries (each an "INDEMNIFIED PARTY") against all losses, claims, damages, liabilities, fees, penalties and expenses (including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement arising out of actions officer or omissions occurring at or before the consummation of the Offer) (including losses incurred in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit director of the Company or any of its subsidiariesSubsidiaries (the "Indemnified Directors and Officers"), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys' fees and disbursements (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of actions taken by them in their capacity as officers or directors at or prior to the full Effective Time (including this Agreement and the Transactions), or taken by them at the request of the Company or any Subsidiary of the Company, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by under applicable Law for a period of six years from the DGCL, such right to include the right Effective Time. Each Indemnified Director and Officer shall be entitled to advancement of expenses incurred in the defense of any action claim, action, suit, proceeding or suit promptly after statements therefor are received to investigation from the fullest extent permitted Surviving Corporation within ten Business Days of receipt by lawthe Surviving Corporation from the Indemnified Director or Officer of a request therefor; provided that the Indemnified Party any Person to whom expenses are advanced provides an undertaking to repay such advance advances if it is ultimately determined that such party person is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party The Surviving Corporation shall not be liable for any settlement settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim effected (and in which indemnification could be sought by such Indemnified Director or Officer hereunder), without the consent of such Indemnifying Party's written consentIndemnified Director or Officer, which consent shall not be unreasonably withheld. Parent will cooperate in the defense withheld or delayed, unless such settlement, compromise or consent includes an unconditional release of any such matterIndemnified Director or Officer from all liability arising out of such action, suit, proceeding, investigation or claim.

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitations, from and after the consummation of the Offer, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from From and after the Effective Time, Parent Associated shall, to the fullest extent permitted by applicable Law and Surviving Corporation shallin the Company’s By-laws and Articles of Incorporation as in effect as of the date hereof, indemnify, defend and hold harmless harmless, and provide advancement of expenses to, each person who is now, or has been at any time prior to the present and former officers and directors date hereof, or who becomes prior to the Effective Time, an officer or director of the Company and its or any of the Company Subsidiaries (each each, an "INDEMNIFIED PARTY"“Indemnified Party” and collectively, the “Indemnified Parties”) against all losses, claims, damages, liabilities, fees, penalties and expenses (including reasonable attorneys’ fees and disbursements of counsel and judgments, fines, lossesexpenses), claims, damages or liabilities and or amounts paid in settlement settlement, arising out of actions or omissions occurring at or before prior to the consummation of Effective Time (and whether asserted or claimed prior to, at or after the OfferEffective Time) that are, in whole or in part, pertaining to (including losses incurred in connection with i) the fact that such person's serving as person is or was a trustee director or other fiduciary in any entity if such service was at the request or for the benefit officer of the Company or any of the Company Subsidiaries or their respective predecessors or (ii) this Agreement or any of the transactions completed hereby, whether or not asserted or arising before the Effective Time. In the event that any Indemnified Party is required to bring any action to enforce rights or to collect moneys due under this Section 6.11(a) and is successful in such action, Associated shall reimburse such Indemnified Party for all of its subsidiaries) expenses in bringing and pursuing such action. Each Indemnified Party shall be entitled to the advancement of expenses to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred contemplated in the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate this Section 6.11(a) in the defense of connection with any such matteraction.

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitationsWithout limiting any additional rights that any director or officer may have under any agreement or Company Benefit Plan, from and after the consummation Effective Time through the sixth anniversary of the Offerdate on which the Effective Time occurs, the Company shall and Parent shall cause the Company Surviving Corporation to indemnify and hold harmless each present (or any successor to the Company) to, and from and after as of the Effective Time, Parent and Surviving Corporation shall, indemnify, defend and hold harmless the present ) and former officers director and directors officer of the Company and its Subsidiaries (each an "INDEMNIFIED PARTY"the “D&O Indemnified Parties”) against all claims, losses, claimsliabilities, damages, liabilitiesjudgments, inquiries, fines and reasonable fees, penalties costs and expenses (expenses, including reasonable attorneys’ fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses incurred in connection with any Proceeding arising out of or pertaining to the fact that such person's serving as a trustee D&O Indemnified Party is or other fiduciary in any entity if such service was at the request an officer or for the benefit director of the Company or any of its subsidiaries) Subsidiaries at or prior to the full Effective Time (including with respect to this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law and the Certificate of Incorporation or the Bylaws as at the date hereof; provided that no D&O Indemnified Party shall be entitled to indemnification for any act or omission which constitutes fraud or willful misconduct by such D&O Indemnified Party. In the DGCLevent of any such Proceeding, such right to include the right (A) each D&O Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received Proceeding from the Surviving Corporation to the fullest extent permitted by law; under applicable Law and the Certificate of Incorporation and the Bylaws as of the date hereof provided that the such D&O Indemnified Party to whom expenses are advanced first provides an a written undertaking to repay such advance advances if it is ultimately determined that such party Person is not entitled to indemnification. Notwithstanding indemnification and (B) the foregoing, an Indemnifying Party Surviving Corporation shall not be liable for any settlement settle, compromise or consent to the entry of any claim effected without judgment in any Proceeding for which indemnification has been sought by such Indemnifying Party's written consentD&O Indemnified Party hereunder, which unless such settlement, compromise or consent shall not be unreasonably withheld. Parent will cooperate in the defense includes an unconditional release of any such matterD&O Indemnified Party from all liability arising out of such Proceeding or such D&O Indemnified Party otherwise consents.

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitations, from and after the consummation of the Offer, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from and For six years after the Effective Time, Parent and the Surviving Corporation shall, Entity shall indemnify, defend and hold harmless each person who is now, or has been at any time prior to the present and former officers and directors date hereof or who becomes prior to the Effective Time, an officer or director of the Company Target and its Subsidiaries (each an "INDEMNIFIED PARTY"“Indemnified Party”), who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, or investigative (a “proceeding”) against all losses, claims, damages, liabilities, fees, penalties fees and expenses (including reasonable fees and disbursements of counsel and experts and judgments, fines, losses, claims, liabilities and amounts paid in settlement arising out (provided that any such settlement is effected with the prior written consent of actions Parent, which will not be unreasonably withheld)) actually and reasonably incurred by the Indemnified Party because the Indemnified Party is or omissions was a director or officer of Target pertaining to any act or omission existing or occurring at or before prior to the consummation of Effective Time including any act or omission relating to this Agreement or the Offer) Transactions (including losses incurred in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries“Indemnified Liabilities”) to the full extent permitted under Delaware law or the Surviving Entity’s certificate of incorporation and bylaws. If an Indemnified Party makes or asserts any claim for Indemnified Liabilities, any determination required to be made with respect to whether an Indemnified Party’s conduct complies with the standards set forth under the DGCL shall be made by independent counsel mutually acceptable to the DGCLSurviving Entity and the Indemnified Party; and provided, further, that nothing herein shall impair any rights or obligations of any Indemnified Party. If any claim or claims are brought against any Indemnified Party (whether arising before or after the Effective Time), such right to include the right to advancement of expenses incurred in Indemnified Party may select counsel for the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consentclaim, which consent counsel shall not be unreasonably withheld. Parent will cooperate in reasonably acceptable to Target (if selected before the defense of any such matterEffective Time) and the Surviving Entity (if selected after the Effective Time).

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitations, from and after the consummation of the Offer, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from From and after the Effective Time, Parent agrees that it shall, and shall cause the Surviving Corporation shallto, indemnify, defend and hold harmless harmless, to the present fullest extent permitted under applicable Law, each current or former director and former officers and directors officer of the Company and its Subsidiaries (determined as of the Effective Time), in each an "INDEMNIFIED PARTY"case, when acting in such capacity or in serving as a director, officer, member, trustee or fiduciary of another entity or enterprise, including a Plan, at the request or benefit of the Company (each, a “D&O Indemnified Party” and, collectively, the “D&O Indemnified Parties”) against all losses, claims, damages, liabilities, fees, penalties and any costs or expenses (including reasonable attorneys’ fees and disbursements of counsel and expenses), amounts paid in settlement, judgments, fines, losses, claims, damages or liabilities and amounts paid incurred in settlement connection with, arising out of actions or omissions otherwise related to any Legal Proceeding in connection with, arising out of or otherwise related to matters existing or occurring or alleged to have occurred prior to, at or before after the consummation of Effective Time, whether asserted or claimed prior to, at or after the Offer) (Effective Time, including losses incurred in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company actions to enforce this provision or any of its subsidiaries) to the full extent permitted by the DGCL, such other indemnification or advancement right to include the right to advancement of expenses incurred in the defense of any action D&O Indemnified Party, and Parent or suit promptly after statements therefor are received the Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted by law; provided that under applicable Law (upon receipt of appropriate undertakings in favor of Parent or the Indemnified Party to whom expenses are advanced provides an undertaking Surviving Corporation to repay such advance advanced expenses if it is ultimately determined in a final and non-appealable judgment by a court of competent jurisdiction that such party is D&O Indemnified Party was not entitled to indemnificationbe indemnified pursuant to this sentence). Notwithstanding In the foregoing, an Indemnifying Party shall not be liable for any settlement event of any claim effected without such Indemnifying Party's written consentLegal Proceeding, which consent Parent and the Surviving Corporation shall not be unreasonably withheld. Parent will cooperate with the D&O Indemnified Party in the defense of any such matterLegal Proceeding. For a period of six (6) years from the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the exculpation, indemnification and advancement of expenses equivalent to the provisions of the certificate of incorporation and bylaws of the Company as in effect immediately prior to the Effective Time with respect to acts or omissions occurring prior to the Effective Time and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any D&O Indemnified Parties; provided that all rights to indemnification in respect of any claim made for indemnification within such period shall continue until the disposition of such action or resolution of such claim. The Surviving Corporation and its Subsidiaries as of the Effective Time shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any indemnification Contracts between any executive, officer or director and the Company in effect prior to the date of this Agreement that are set forth on Section 7.8(a) of the Company Disclosure Letter (and made available to Parent), and shall not amend, repeal or otherwise modify any such Contracts in any manner that would adversely affect in any respect the rights thereunder of any D&O Indemnified Parties.

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitations, from Parent and after the consummation of the Offer, the Company shall and Parent shall cause the Company (Purchaser agree that any rights to indemnification or any successor to the Company) toexculpation now existing in favor of, and from and after all limitations on the Effective Time, Parent and Surviving Corporation shall, indemnify, defend and hold harmless the personal liability of each present and former officers and directors director, officer, employee, fiduciary or agent of the Company Seller and its Subsidiaries (each the “Indemnified Parties” and, each, an "INDEMNIFIED PARTY"“Indemnified Party”) against all lossesprovided for in the respective organizational documents and any indemnification agreement between Seller or any Subsidiary of Seller and any present or former director, claimsofficer, damagesemployee, liabilitiesfiduciary or agent of Seller of any of its Subsidiaries, feesin effect as of the date hereof shall continue in full force and effect (and with respect to Seller, penalties shall be reflected in the applicable organizational documents of such entity), for a period of six (6) years after the Acceptance Date. During such period, Parent shall not, nor shall it permit the Surviving Corporation to, amend, repeal or otherwise modify such provisions or agreements for indemnification in any manner that would materially and expenses (including reasonable fees and disbursements adversely affect the rights thereunder of counsel and judgmentsany individual who at any time on or prior to the Acceptance Date was a director, finesofficer, lossesemployee, claims, liabilities and amounts paid fiduciary or agent of Seller or its Subsidiaries in settlement arising out respect of actions or omissions occurring at or before the consummation of the Offer) (including losses incurred in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) prior to the full extent permitted Acceptance Date (including, without limitation, the transactions contemplated by the DGCLthis Agreement), unless such right to include the right to advancement of expenses incurred modification is required by Law; provided, however, that in the defense of event any action claim or suit promptly after statements therefor claims are received asserted or made either prior to the fullest extent permitted by law; provided that the Indemnified Party Acceptance Date or within such six-year period, all rights to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate indemnification in the defense respect of any such matterclaim or claims shall continue until disposition of any and all such claims.

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitations, from and after the consummation of the Offer, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from From and after the Effective Time, Parent and the Surviving Corporation shall, indemnifyand Parent shall cause the Surviving Corporation to, defend to the fullest extent permitted under the DGCL, indemnify and hold harmless harmless, each Person who is on the present and former officers and directors date hereof, was previously, or during the period from the date hereof through the date of the Effective Time will be, serving as a director, officer, employee or agent of the Company and its Subsidiaries (each an "INDEMNIFIED PARTY") against all lossesor any Company Subsidiary or, claims, damages, liabilities, fees, penalties and expenses (including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses incurred in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any Company Subsidiary, as a director, trustee or officer of its subsidiaries) any other entity or any benefit plan (collectively, the “Indemnified Persons”), in the event of any threatened or actual Proceeding, whether civil, criminal or administrative, based on, or arising out of, or pertaining to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by law; provided fact that the Indemnified Party Person is or was a director (including in a capacity as a member of any board committee), officer, employee or agent of the Company, any of the Company Subsidiaries or any of their respective predecessors prior to whom the Effective Time (including with respect to any acts, facts, events or omissions occurring in connection with the approval of this Agreement or any of the Transactions) (a “Claim”), whether in any case such Claim is made before, on or after the Effective Time against any expenses are advanced provides (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Indemnified Person in connection with any such threatened or actual Claim. The Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, advance expenses (including reasonable attorneys’ fees) incurred by an Indemnified Person who is on the date hereof, was previously, or during the period from the date hereof through the date of the Effective Time will be, serving as a director or officer of the Company in defending any Claim in advance of the final disposition of such Claim upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such advance amount if it is shall ultimately be determined that such party person is not entitled to indemnification. Notwithstanding be indemnified by the foregoing, an Indemnifying Party shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in the defense of any such matterCompany pursuant to this Section 7.8.

Directors’ and Officers’ Indemnification and Insurance. (a) Until Without limiting any additional rights that any director, officer, trustee, employee, agent, or fiduciary may have under any employment or indemnification agreement or under the expiration Company Charter, the Company Bylaws or this Agreement or, if applicable, similar organizational documents or agreements of all applicable statutes any of limitationsthe Subsidiaries, from and after the consummation of the Offer, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from and after the Effective TimeDate, Parent and Surviving Corporation shall, indemnify, defend : (i) indemnify and hold harmless each person who is at the present and former officers and directors date hereof or during the period from the date hereof through the Effective Date serving as a director, officer, trustee, or fiduciary of the Company and or its Subsidiaries or as a fiduciary under or with respect to any employee benefit plan (each an within the meaning of Section 3(3) of ERISA) (collectively, the "INDEMNIFIED PARTYIndemnified Parties") against all lossesto the fullest extent authorized or permitted by applicable Law, claimsas now or hereafter in effect, damages, liabilities, fees, penalties in connection with any Claim and expenses (including reasonable fees and disbursements of counsel and any judgments, fines, losses, claims, liabilities penalties and amounts paid in settlement arising out (including all interest, assessments and other charges paid or payable in connection with or in respect of actions such judgments, fines, penalties or amounts paid in settlement) resulting therefrom; and (ii) promptly pay on behalf of or, within thirty (30) days after any request for advancement, advance to each of the Indemnified Parties, to the fullest extent authorized or permitted by applicable law, as now or hereafter in effect, any D&O Expenses incurred in defending, serving as a witness with respect to or otherwise participating in any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Indemnified Party of any D&O Expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or other security (but subject to Parent's or Surviving Corporation's, as applicable, receipt of a written undertaking by or on behalf of such Indemnified Party, if required by applicable Law, to repay such D&O Expenses if it is ultimately determined under applicable Law that such Indemnified Party is not entitled to be indemnified). The indemnification and advancement obligations of Parent and Surviving Corporation pursuant to this Section 7.05(a) shall extend to acts or omissions occurring at or before the Effective Time and any Claim relating thereto (including with respect to any acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Offer) (transactions contemplated hereby, including losses incurred the consideration and approval thereof and the process undertaken in connection with such person's serving therewith and any Claim relating thereto), and all rights to indemnification and advancement conferred hereunder shall continue as to a trustee person who has ceased to be a director, officer, trustee, employee, agent, or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) Subsidiaries after the date hereof and shall inure to the full extent permitted by benefit of such person's heirs, executors and personal and legal representatives. As used in this Section 7.05(a): (x) the DGCL, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in the defense of any such matter.term "

Directors’ and Officers’ Indemnification and Insurance. (a) Until From the expiration of all applicable statutes of limitations, from and after Closing Date through the consummation sixth anniversary of the OfferClosing Date, the Company Buyer shall and Parent shall cause the Company (indemnify any present or any successor to the Company) toformer director or officer of Buyer, and from and after the Effective Time, Parent and Surviving Corporation shall, indemnify, defend and hold harmless the present and former officers and directors of the Company and or its Subsidiaries (each an "INDEMNIFIED PARTY"the “Indemnified Parties”) against all claims, losses, claimsLiabilities, damages, liabilitiesjudgments, fines and reasonable fees, penalties costs and expenses (expenses, including reasonable attorneys’ fees and disbursements of counsel and judgments(collectively, fines“Costs”), losses, claims, liabilities and amounts paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses incurred in connection with such person's serving as a trustee any Legal Action arising out of or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) pertaining to the full fact that the Indemnified Party is or was a director or officer of Buyer or its Subsidiaries, whether asserted or claimed prior to, at or at or after the Closing, in each case, to the fullest extent permitted by the DGCL, such right to include the right under applicable Law. Each Indemnified Party will be entitled to advancement of expenses Costs incurred in the defense of any action or suit promptly after statements therefor are received to such Legal Action from Buyer upon receipt by Buyer from the fullest extent permitted by lawIndemnified Party of a request therefor; provided that the Indemnified Party any such Person to whom expenses Costs are advanced provides an undertaking to Buyer, to the extent then required by the DGCL, to repay such advance advances if it is ultimately determined that such party Person is not entitled to indemnification. Notwithstanding Buyer shall cooperate with the foregoing, an Indemnifying Indemnified Party shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in the defense of any such matterLegal Action and Buyer shall not settle, compromise or consent to the entry of any judgment in any Legal Action pending or threatened in writing to which an Indemnified Party is a party (and in respect of which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Legal Action or such Indemnified Party otherwise consents in writing.

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration For a period of all applicable statutes of limitations, from and six years after the consummation Effective Time, Acquiror shall not cause or permit any amendment, repeal or other modification of the Offerprovisions of (i) Article IV, Section 14 of the by-laws of the Surviving Corporation, as set forth in EXHIBIT H attached hereto, or (ii) Article Eighth of the certificate of incorporation of the Surviving Corporation, in either case in any manner that would adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directors, officers or employees of Tenneco or any of its subsidiaries or Affiliates or who are otherwise entitled to indemnification pursuant to such provisions in respect of actions or omissions occurring at or prior to the Effective Time (including, without limitation, the Company shall transactions contemplated by this Agreement and Parent shall cause the Company (Distribution Agreement), unless such modification is required by the DGCL or any successor applicable federal law, and then only to the Companyextent of such applicable requirements of the DGCL or federal law. To the extent the Surviving Corporation is unable for any reason to fulfill its obligations under the bylaw provisions set forth in EXHIBIT H attached hereto, Acquiror agrees to pay, perform and discharge all such obligations. (b) toPrior to the Effective Time, Tenneco shall, and from and after the Effective Time, Parent Time the Acquiror and the Surviving Corporation jointly and severally shall, indemnify, defend and hold harmless each Person who is now, has been at any time prior to the present and former officers and directors date of this Agreement or who becomes prior to Effective Time an officer, director or employee of Tenneco or any of its subsidiaries (collectively, the Company and its Subsidiaries (each an "INDEMNIFIED PARTYPARTIES") against all losses, expenses, claims, damages, liabilities, fees, penalties and expenses (including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and or amounts that are paid in settlement arising out of actions or omissions occurring at or before of, with the consummation approval of the Offer) (including losses incurred in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in the defense of any such matter.22

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitationsWithout limiting any additional rights that any Person may have under any agreement, from and after the consummation of the Offerdocument, the Company shall and Parent shall cause the Company (law or any successor to the Company) toPlan, and from and after the Effective Time, Parent and each Surviving Corporation shall, indemnify, defend shall indemnify and hold harmless each present (as of the present Effective Time) and former officers and directors officer, director or employee of the Company such Surviving Corporation and its Subsidiaries (each an "INDEMNIFIED PARTY") the “Indemnified Parties“), against all claims, losses, claimsliabilities, damages, liabilitiesjudgments, inquiries, fines and reasonable fees, penalties costs and expenses (expenses, including reasonable attorneys’ fees and disbursements of counsel and judgments(collectively, fines“Costs”), losses, claims, liabilities and amounts paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses incurred in connection with such person's serving any suit, claim, action, proceeding, arbitration, mediation or governmental investigation, whether civil, criminal, administrative or investigative (an “Action”), arising out of or pertaining to the fact that the Indemnified Party is or was an officer, director, fiduciary or agent of BioLite or BioKey, as a trustee applicable or other fiduciary in any of their respective Subsidiaries or another entity if such service to the other entity was at the request or for the benefit of the Company BioLite or BioKey, as applicable or any of its subsidiaries) their respective Subsidiaries, whether asserted or claimed prior to, at or after the Effective Time, to the full extent permitted by provided under applicable Law and BioLite or BioKey’s or a Subsidiary’s Articles of Incorporation or Bylaws, as applicable, as at the DGCLdate hereof. In the event of any such Action, such right to include the right each indemnified Person shall be entitled to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received Action from the applicable Surviving Corporation to the fullest extent that BioLite or BioKey or their respective Subsidiaries, as applicable, would be permitted by lawunder applicable Law and BioLite’s, BioKey’s, or their respective Subsidiaries’ Articles of Incorporation or Bylaw, as applicable, as at the date hereof; provided provided, that the Indemnified Party to whom expenses are advanced provides such Person shall execute and deliver an undertaking that such Person shall return such amounts to repay such advance BioLite or BioKey, as applicable, if it is ultimately determined that such party is Person was not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in the defense of any such matterfunds.

Directors’ and Officers’ Indemnification and Insurance. (a) Until Without limiting any additional rights that any individual who, at any time prior to the expiration of all applicable statutes of limitationsEffective Time, from and after the consummation is or was a director or officer of the OfferCompany or any Subsidiary of the Company or, while a director or officer of the Company or any Subsidiary of the Company at any time prior to the Effective Time, is or was serving at the request of the Company or any Subsidiary of the Company as a director or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (such individual, together with such individual’s heirs, executors or administrators, an “Indemnified Person”), may have under any employment or indemnification agreement, the Company shall Charter, the Company Bylaws, or one or more other Company Organizational Documents, the Surviving Corporation shall, and Parent shall cause the Surviving Company (or any successor to the Company) to, and from and after the Effective Time, Parent and Surviving Corporation shall, indemnify, defend : (i) indemnify and hold harmless each Indemnified Person to the present fullest extent authorized or permitted by, and former officers subject to the conditions and directors of the Company and its Subsidiaries (each an "INDEMNIFIED PARTY") procedures of, applicable Law, against all any losses, claims, damages, liabilities, feescosts, penalties and expenses (including reasonable fees and disbursements of counsel and judgmentsattorneys’ fees), Orders, fines, losses, claims, liabilities penalties and amounts paid in settlement arising out (including all interest, assessments and other charges paid or payable in connection with or in respect of actions any thereof) (collectively, “Indemnification Expenses”) incurred by such Indemnified Person in defending or serving as a witness in any Legal Action; and (ii) within twenty (20) days after any written request for advancement is received by the Surviving Corporation, advance to an Indemnified Person any Indemnification Expenses incurred by such Indemnified Person in defending or serving as a witness in any Legal Action in advance of the final disposition of such Legal Action, which such advancement right shall include any Indemnification Expenses incurred by such Indemnified Person in connection with enforcing any rights to indemnification or advancement under this Section 5.11(a), in each case without the requirement of any bond or other security; provided, that the payment of any Indemnification Expenses incurred by an Indemnified Person in advance of the final disposition of a Legal Action shall be made only upon delivery of an undertaking by or on behalf of such Indemnified Person to repay all amounts so paid in advance if it shall ultimately be determined in a final nonappealable judicial decision that such Indemnified Person is not entitled to be indemnified under applicable Law. The indemnification and advancement obligations of the Surviving Corporation under this Section 5.11(a) extend to acts or omissions of an Indemnified Person occurring at or before the Effective Time and any Legal Action relating thereto (including with respect to any acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Offer) (Transactions, including losses incurred the consideration and approval thereof and the process undertaken in connection with such person's serving therewith and any Legal Action relating thereto). All rights to indemnification and advancement conferred under this Section 5.11(a) shall continue as to any Indemnified Person who has ceased to be a trustee director or other fiduciary in any entity if such service was at the request or for the benefit officer of the Company or any Subsidiary of its subsidiaries) the Company at or after the Effective Time and inure to the full extent permitted benefit of such person’s heirs, executors and personal and legal representatives. The Surviving Corporation shall not, and Parent shall cause the Surviving Company not to, settle, compromise or consent to the entry of any Order in any actual or threatened Legal Action in respect of which indemnification has been sought by any Indemnified Person under this Section 5.11(a) unless such settlement, compromise or Order includes an unconditional release of such Indemnified Person from all liability arising out of such Legal Action without admission or finding of wrongdoing, or such Indemnified Person otherwise consents thereto. If the Surviving Corporation shall fail to pay or advance, as applicable, any amounts required to be paid or advanced, as applicable, by the DGCLSurviving Corporation to an Indemnified Person pursuant to this Section 5.11(a), Parent shall be obligated to pay or advance, as applicable, any such right amounts; provided, however, that Parent shall (i) have the same defenses with respect to include such payment or advancement, as applicable, as the right Surviving Corporation, (ii) be entitled to advancement of expenses incurred enforce any undertaking provided by such Indemnified Person pursuant to this Section 5.11(a) in the defense same manner and with the same effect as the Surviving Corporation and (iii) have a claim of any action or suit promptly after statements therefor are received to contribution against the fullest extent permitted by law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party shall not be liable Surviving Corporation for any settlement of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheldamounts paid or advanced by Parent to an Indemnified Person pursuant to this sentence. Parent will cooperate in the defense of any such matter.30

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration For a period of all applicable statutes of limitations, from and after the consummation of the Offer, the Company shall and Parent shall cause the Company six (or any successor to the Company6) to, and from and after years following the Effective Time, Parent (i) Park and the Surviving Corporation shall, indemnify, defend Entity shall jointly and severally indemnify and hold harmless each person who is at the present and former officers and directors date hereof, was previously, or is during any of the Company and its Subsidiaries (each an "INDEMNIFIED PARTY") against all lossesperiod from the date hereof until the Effective Time, claims, damages, liabilities, fees, penalties and expenses (including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses incurred in connection with such person's serving as a manager, director, officer, trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiariesthe Company Subsidiaries and acting in such capacity (collectively, the “Indemnified Parties”) to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent authorized or permitted by lawapplicable Law as now or hereafter in effect, in connection with any Claim with respect to matters occurring on or before the Effective Time and any Losses, Claim Expenses and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) relating to or resulting from such Claim; provided that and (ii) Park shall cause the Surviving Entity to promptly pay on behalf of or advance to each of the Indemnified Parties, to the fullest extent authorized or permitted by applicable Law, as now or hereafter in effect, any Claim Expenses incurred in defending, serving as a witness with respect to or otherwise participating with respect to any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Indemnified Party of any Claim Expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to whom expenses are advanced provides such indemnification and/or advancement, in each case without the requirement of any bond or other security, but subject to Park’s and the Surviving Entity’s receipt of (A) an undertaking by or on behalf of such Indemnified Party to repay such advance Claim Expenses if it is ultimately determined under applicable Laws or any of the Company Governing Documents that such party Indemnified Party is not entitled to indemnification. Notwithstanding be indemnified and (B) a good faith affirmation by such Indemnified Party of such Indemnified Party’s compliance with the foregoingstandard of conduct required herein; provided that none of Park, an Indemnifying Party the Surviving Entity or any of their respective Affiliates shall not be liable for any amounts paid in settlement of any claim effected without such Indemnifying Party's its prior written consent, consent (which consent shall not be unreasonably withheld. Parent will cooperate conditioned, withheld or delayed), as applicable, and shall not be obligated to pay the fees and expenses of more than one counsel (selected by a plurality of the applicable Indemnified Parties) for all Indemnified Parties in any jurisdiction with respect to any single Claim except to the extent the Indemnified Party is advised by counsel that such Indemnified Party has conflicting interests with one or more other Indemnified Parties in the defense outcome of such action (in which event such Indemnified Party shall be entitled to engage separate counsel, the fees and expenses for which the Surviving Entity shall be liable). The Surviving Entity shall not settle, compromise or consent to the entry of any judgment in any actual or threatened Claim in respect of which indemnification has been sought by an Indemnified Party hereunder unless such mattersettlement, compromise or judgment includes an unconditional release of such Indemnified Party from all liability arising out of such Claim, or such Indemnified Party otherwise consents thereto.

Directors’ and Officers’ Indemnification and Insurance. (a) Until Without limiting any additional rights that any director, officer, trustee, employee, agent, or fiduciary may have under any employment or indemnification agreement or under the expiration Company Charter, the Company Bylaws, the Operating Partnership Agreement or this Agreement or, if applicable, similar organizational documents or agreements of all applicable statutes any of limitationsthe Subsidiaries (each of which shall remain in full force and effect following the Mergers and each of which Parent shall cause the Surviving Entity and the Subsidiaries to honor), from and after the consummation of the Offer, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from and after the Merger Effective Time, Parent Parent, the Surviving Entity and Surviving Corporation the Operating Partnership shall, indemnify, defend : (i) indemnify and hold harmless each person who is at the present and former officers and directors date hereof or during the period from the date hereof through the Company Merger Effective Time serving as a trustee, director or officer of the Company and its or the Subsidiaries (each an "INDEMNIFIED PARTY"collectively, the “Indemnified Parties”) against all lossesto the fullest extent authorized or permitted by applicable Law, claimsas now or hereafter in effect, damages, liabilities, fees, penalties in connection with any Claim and expenses (including reasonable fees and disbursements of counsel and any judgments, fines, losses, claims, liabilities penalties and amounts paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses incurred all interest, assessments and other charges paid or payable in connection with or in respect of such person's serving as a trustee judgments, fines, penalties or other fiduciary amounts paid in any entity if such service was at the request or for the benefit settlement) resulting therefrom; and (ii) promptly pay on behalf of each of the Company or any of its subsidiaries) to the full extent permitted by the DGCLIndemnified Parties, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent authorized or permitted by law; provided that applicable Law, as now or hereafter in effect, any Expenses incurred in defending, serving as a witness with respect to or otherwise participating in any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Indemnified Party of any Expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to whom expenses are advanced provides such indemnification and/or advancement, in each case without the requirement of any bond or other security, but subject to Parent’s or the Surviving Entity’s, as applicable, receipt of an undertaking by or on behalf of such Indemnified Party, if required by applicable Law, to repay such advance Expenses if it is ultimately determined under applicable Laws that such party Indemnified Party is not entitled to indemnification. Notwithstanding be indemnified; provided, however, that neither Parent nor the foregoing, an Indemnifying Party Surviving Entity shall not be liable for any settlement of any claim effected without such Indemnifying Party's Parent’s or the Surviving Entity’s written consent, consent (which consent shall not be unreasonably withheld. Parent will cooperate in withheld or delayed) and shall not be obligated to pay the defense of any such matter.fees and expenses of

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitations, from and For six years after the consummation of the OfferAcceptance Date, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from and after the Effective Time, Parent and Surviving Corporation shall, indemnify, defend to indemnify and hold harmless each person who is now or was prior to the present and former officers and directors Effective Date an officer or director of the Company or the Company Subsidiaries and its each person who is now or was prior to the Effective Date an officer or director of the Company or the Company Subsidiaries who served as a fiduciary under or with respect to any employee benefit plan of the Company or the Company Subsidiaries (each within the meaning of Section 3(3) of ERISA) (each, an "INDEMNIFIED PARTY"“Indemnified Person”) against all losses, claims, damages, liabilities, fees, penalties and any costs or expenses (including reasonable advancing attorneys’ fees and disbursements expenses in advance of counsel and the final disposition of any claim, suit, proceeding or investigation to each Indemnified Person to the fullest extent permitted by applicable Law; provided, that such advance shall be conditioned upon the Surviving Company’s receipt of an undertaking by or on behalf of the Indemnified Person to repay such amount if it shall be ultimately determined by final judgment of a court of competent jurisdiction that the Indemnified Person is not entitled to be indemnified pursuant to this Section 7.7(a)), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, arbitration, proceeding or investigation in respect of or arising out of actions acts or omissions occurring or alleged to have occurred at or before prior to the consummation Effective Time, based in whole or in part on or arising in whole or in part out of the Offer) (including losses incurred in connection fact that such person is or was an officer or director of the Company and the Company Subsidiaries or a fiduciary under or with such person's serving as a trustee or other fiduciary in respect to any entity if such service was at the request or for the employee benefit plan of the Company or any of its subsidiaries) to the full extent permitted by Company Subsidiaries. In the DGCL, such right to include the right to advancement of expenses incurred in the defense event of any action or suit promptly after statements therefor are received to such action, Parent and the fullest extent permitted by law; provided that Surviving Corporation shall cooperate with the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate Person in the defense of any such matteraction.

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitations, from and after the consummation sixth anniversary of the OfferEffective Time, the Company shall and Parent shall cause the Company (or any successor to the Company) toParent, and from and after the Effective Time, Parent and Time the Surviving Corporation shall(each, an "Indemnifying Party"), shall indemnify, defend and hold harmless each person who is now, or has been at any time prior to the present and former officers and directors date hereof, a director or officer of the Company and or any of its Subsidiaries (each an the "INDEMNIFIED PARTYIndemnified Parties") against all losses, claims, damages, liabilities, fees, penalties costs and expenses (including reasonable attorneys' fees and disbursements of counsel and judgments, fines, losses, claimsexpenses), liabilities and or judgments or amounts that are paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation (whether civil, criminal, administrative or investigative and whether asserted or claimed prior to, at or after the Effective Time) that is based in whole or in part on, or arises in whole or in part out of, the fact that such person's serving as Indemnified Party is or was a trustee director or other fiduciary in any entity if such service was at the request or for the benefit officer of the Company or any of its subsidiariesSubsidiaries (including service as a fiduciary of any employee benefit plan), whether pertaining to any matter existing or occurring at or prior to the Effective Time to the fullest extent permitted by Delaware law or based in whole or in part on this Agreement or the transactions contemplated hereby ("Indemnified Liabilities"); provided that no Indemnifying Party shall be liable for any settlement of any claim effected without its written consent, which consent shall not be unreasonably withheld; provided further that in the event any claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claims shall continue until disposition of any and all such claims. Without limiting the foregoing, in the event that any such claim, action, suit, proceeding or investigation is brought against any 36 41 Indemnified Party (whether arising prior to or after the Effective Time), (w) the Indemnifying Parties will pay expenses in advance of the final disposition of any such claim, action suit, proceeding or investigation to each Indemnified Party to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by law; applicable law provided that the Indemnified Party person to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such party person is not entitled to indemnification; (x) the Indemnified Parties shall retain counsel reasonably satisfactory to the Indemnifying Parties; (y) the Indemnifying Parties shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties (subject to the final sentence of this paragraph) promptly as statements therefor are received; and (z) the Indemnifying Parties shall use all commercially reasonable efforts to assist in the vigorous defense of any such matter. Notwithstanding Any Indemnified Party wishing to claim indemnification under this Section, upon learning of any such claim, action, suit, proceeding or investigation, shall notify the foregoingIndemnifying Parties, but the failure so to notify an Indemnifying Party shall not be liable for relieve it from any settlement of any claim effected without liability which it may have under this paragraph except to the extent such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in the defense of any failure materially and irreparably prejudices such matterparty.

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitations, from and after the consummation of the Offer, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from and after the Effective Time, Parent and Surviving Corporation shall, Newco will indemnify, defend and hold harmless each person who is now, or has been at any time prior to the present and former officers and directors date hereof or who becomes prior to the Effective Time, (i) an officer or director of the Company Dynegy and its Subsidiaries or an employee of Dynegy or any of its Subsidiaries who acts as a fiduciary under any of the Dynegy Benefit Plans, (ii) an officer or director of Illinova and its Subsidiaries or an employee of Illinova or any Subsidiary of Illinova who acts in a fiduciary under any of the Illinova Benefit Plans (each an "INDEMNIFIED PARTY") against all losses, claims, damages, liabilities, fees, penalties fees and expenses (including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement (provided that any such settlement is effected with the prior written consent of Newco, which will not be unreasonably withheld)) arising in whole or in part out of actual or alleged actions or omissions in their capacity as such occurring at or before prior to the consummation Effective Time to the fullest extent permitted under Illinois law or Newco's articles of the Offer) (including losses incurred incorporation and bylaws and Dynegy's and Illinova's indemnification obligations in connection with such person's serving as a trustee or other fiduciary in any entity if such service was effect at the request or for the benefit of the Company or any of its subsidiaries) to the full extent permitted by the DGCLdate hereof, such right to include the right to advancement of and shall advance expenses incurred in the defense of any action or suit promptly after statements therefor are received Action to the fullest extent permitted by law; provided provided, that any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under Illinois law, Newco's articles of incorporation or bylaws or such obligations, as the case may be, will be made by independent counsel mutually acceptable to Newco and the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined Party; and provided, further, that such party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party shall not be liable for nothing herein will impair any settlement rights or obligations of any Indemnified Party. If any claim effected without or claims are brought against any Indemnified Party (whether arising before or after the Effective Time), such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in Indemnified Party may select counsel for the defense of any such matterclaim, which counsel 60 62 should be reasonably acceptable to Dynegy and Illinova (if selected prior to the Effective Time) and Newco (if selected after the Effective Time).

Directors’ and Officers’ Indemnification and Insurance. (a) Until Without limiting any additional rights that any director, officer, trustee, employee, agent, or fiduciary may have under any employment or indemnification agreement or under any of the expiration Organizational Documents, Company Articles, the Company Bylaws, the Operating Trust Articles, the Operating Trust Bylaws or this Agreement or, if applicable, similar agreements of all applicable statutes any of limitationsthe U.S. Subsidiaries or the Foreign Subsidiaries, from and after the consummation of the Offer, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from and after the Merger Effective Time, Parent and the Surviving Corporation Entity shall, indemnify, defend : (i) indemnify and hold harmless each person who is at the present and former officers and directors date hereof or during the period from the date hereof through the Company Merger Effective Time serving as a trustee, director or officer of the Company and its or any U.S. Subsidiary or the Foreign Subsidiaries (each an "INDEMNIFIED PARTY"collectively, the “Indemnified Parties”) against all lossesto the fullest extent authorized or permitted by applicable Law, claimsas now or hereafter in effect, damages, liabilities, fees, penalties in connection with any Claim and expenses (including reasonable fees and disbursements of counsel and any judgments, fines, losses, claims, liabilities penalties and amounts paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses incurred all interest, assessments and other charges paid or payable in connection with or in respect of such person's serving as a trustee judgments, fines, penalties or other fiduciary amounts paid in any entity if such service was at the request or for the benefit settlement) resulting therefrom; and (ii) promptly pay on behalf of each of the Company or any of its subsidiaries) to the full extent permitted by the DGCLIndemnified Parties, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent authorized or permitted by law; provided that applicable Law, as now or hereafter in effect, any Indemnifiable Expenses incurred in defending, serving as a witness with respect to or otherwise participating in any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Indemnified Party of any Indemnifiable Expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to whom expenses are advanced provides such indemnification and/or advancement, including all reasonable attorneys’ fees and expenses, in each case without the requirement of any bond or other security, but subject to Parent’s or the Surviving Entity’s, as applicable, receipt of an undertaking by or on behalf of such Indemnified Party, if required by applicable Law, to repay such advance Indemnifiable Expenses if it is ultimately determined under applicable Laws that such party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in the defense of any such matter.such

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration For a period of all applicable statutes of limitations, from and after the consummation of the Offer, the Company shall and Parent shall cause the Company six (or any successor to the Company6) to, and from and years after the Effective Time, Parent and Surviving Corporation shall, Univest shall indemnify, defend and hold harmless each person who is now, or who has been at any time before the present and former officers and directors date hereof or who becomes before the Effective Time, an officer, director or employee of Fox Chase or Fox Chase Bank or any Fox Chase Subsidiary (the Company and its Subsidiaries (each an "INDEMNIFIED PARTY"“Indemnified Parties”) against all losses, claims, damages, liabilitiescosts, fees, penalties and expenses (including reasonable fees and disbursements of counsel and judgments, fines, losses, claimsattorney’s fees), liabilities or judgments and amounts that are paid in settlement arising out (which settlement shall require the prior written consent of actions or omissions occurring at or before the consummation of the Offer) (including losses incurred in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consentUnivest, which consent shall not be unreasonably withheld, conditioned or delayed) of or in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, or administrative (each a “Claim”), in which an Indemnified Party is, or is threatened to be made, a party or witness in whole or in part or arising in whole or in part out of the fact that such person is or was a director, officer or employee of Fox Chase or a Fox Chase Subsidiary if such Claim pertains to any matter of fact arising, existing or occurring at or before the Effective Time (including, without limitation, the Merger and the other transactions contemplated hereby), regardless of whether such Claim is asserted or claimed before, or after, the Effective Time, to the fullest extent as would have been permitted by Fox Chase under the MGCL and under Fox Chase’s articles of incorporation and bylaws. Parent will cooperate Univest shall pay expenses in advance of the defense final disposition of any such matteraction or proceeding to each Indemnified Party to the fullest extent as would have been permitted by Fox Chase under the PBCL and under Fox Chase’s articles of incorporation and bylaws, upon receipt of an undertaking to repay such advance payments if such Indemnified Party shall be adjudicated or determined to be not entitled to indemnification in the manner set forth below. Any Indemnified Party wishing to claim indemnification under this subsection upon learning of any Claim, shall notify Univest (but the failure so to notify Univest shall not relieve it from any liability that it may have under this subsection, except to the extent such failure materially prejudices Univest ) and shall deliver to Univest the undertaking referred to in the previous sentence.

Directors’ and Officers’ Indemnification and Insurance. (a) Until In the expiration event of all applicable statutes of limitationsany threatened or actual claim, from and after the consummation action, suit, proceeding or investigation, whether civil, criminal or administrative, including any such claim, action, suit, proceeding or investigation, in which any present or former director or officer of the OfferCompany or any of its Subsidiaries (together, the Company shall and Parent shall cause the Company (“Indemnified Parties”) is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining in whole or in part to, any successor action or failure to take action by any such Person in such capacity taken prior to the CompanyEffective Time, the Surviving Corporation (the “Indemnifying Party”) towill, and from and after the Effective Time, Parent and Surviving Corporation shall, indemnify, defend and hold harmless harmless, as and to the present fullest extent permitted or required by applicable Law and former officers and directors required by the Company Organizational Documents (or any similar organizational document) of the Company or any of its Subsidiaries, when applicable, and any indemnity agreements applicable to any such Indemnified Party or any Contract between an Indemnified Party and the Company or one of its Subsidiaries (Subsidiaries, in each an "INDEMNIFIED PARTY") case, in effect on the date of this Agreement, against all any losses, claims, damages, liabilities, feescosts, penalties legal and other expenses (including reasonable reimbursement for legal and other fees and disbursements expenses incurred in advance of counsel and the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party), judgments, fines, losses, claims, liabilities fines and amounts paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses actually and reasonably incurred by such Indemnified Party in connection with such person's serving as a trustee claim, action, suit, proceeding or other fiduciary investigation; provided, however, that unless otherwise provided in any entity if such service was at relevant indemnification agreement, the request or Surviving Corporation will not be liable for any settlement effected without the benefit Surviving Corporation’s prior written consent and will not be obligated to pay the fees and expenses of more than one counsel (selected by a plurality of the Company applicable Indemnified Parties) for all Indemnified Parties in any jurisdiction with respect to any single such claim, action, suit, proceeding or any of its subsidiaries) investigation, except to the full extent permitted by that two or more of such Indemnified Parties shall have conflicting interests in the DGCL, outcome of such right action. It shall be a condition to include the right to advancement of any amounts to be paid in respect of legal and other fees and expenses incurred in that the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted Surviving Corporation receive an undertaking by law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such legal and other fees and expenses paid in advance if it is ultimately determined that such party Indemnified Party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in the defense of any such matterindemnified under applicable Law.

Directors’ and Officers’ Indemnification and Insurance. 7.8.1. For a period of six (a6) Until the expiration of all applicable statutes of limitations, from and after the consummation of the Offer, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from and years after the Effective Time, Parent and Surviving Corporation shall, BMBC shall indemnify, defend and hold harmless each person who is now, or who has been at any time before the present and former officers and directors date hereof or who becomes before the Effective Time, an officer or director of RBPI or a RBPI Subsidiary (the Company and its Subsidiaries (each an "INDEMNIFIED PARTY"“Indemnified Parties”) against all losses, claims, damages, liabilitiescosts, fees, penalties and expenses (including reasonable fees and disbursements of counsel and judgments, fines, losses, claimsattorney’s fees), liabilities and or judgments or amounts that are paid in settlement arising out (which settlement shall require the prior written consent of actions or omissions occurring at or before the consummation of the Offer) (including losses incurred in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consentBMBC, which consent shall not be unreasonably withheld) of or in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, or administrative (each a “Claim”), in which an Indemnified Party is, or is threatened to be made, a party or witness in whole or in part or arising in whole or in part out of the fact that such person is or was a director or officer of RBPI or a RBPI Subsidiary if such Claim pertains to any matter of fact arising, existing or occurring at or before the Effective Time (including, without limitation, the Merger and the other transactions contemplated hereby), regardless of whether such Claim is asserted or claimed before, or after, the Effective Time, to the fullest extent as would have been permitted by RBPI under the PBCL and under RBPI’s articles of incorporation and bylaws or equivalent governing documents of any RBPI Subsidiary, as applicable, in each case as in effect on the date hereof. Parent will cooperate BMBC shall pay expenses in advance of the defense final disposition of any such matteraction or proceeding to each Indemnified Party to the fullest extent as would have been permitted by RBPI under the PBCL and under RBPI’s articles of incorporation upon receipt of an undertaking to repay such advance payments if such Indemnified Party shall be adjudicated or determined to be not entitled to indemnification in the manner set forth below. Any Indemnified Party wishing to claim indemnification under this Section 7.8.1 upon learning of any Claim, shall notify BMBC (but the failure so to notify BMBC shall not relieve it from any liability which it may have under this Section 7.8.1, except to the extent such failure prejudices BMBC) and shall deliver to BMBC the undertaking referred to in the previous sentence.

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitations, from and after the consummation of the Offer, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from From and after the Effective TimeTime and until the sixth anniversary of the Effective Time and for so long thereafter as any claim for indemnification asserted on or prior to such date has not been fully adjudicated, Parent Corel and the Surviving Corporation shall(each, an "Indemnifying Party") shall indemnify, defend and hold harmless each person who is now, or has been at any time prior to the present and former officers and directors date hereof or who becomes prior to the Effective Time, a director or officer of the Company and Inprise or any of its Subsidiaries (each an the "INDEMNIFIED PARTYIndemnified Parties") against (i) all losses, claims, damages, liabilities, fees, penalties costs and expenses (including reasonable fees attorneys' fees), liabilities, judgments and disbursements of counsel and judgments, fines, losses, claims, liabilities and settlement amounts that are paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses incurred in connection with any claim, action, suit, proceeding or investigation (whether civil, criminal, administrative or investigative and whether asserted or claimed prior to, at or after the Effective Time) that is based in whole or in part on, or arises in whole or in part out of, the fact that such person's serving as Indemnified Party is or was a trustee director or other fiduciary in any entity if such service was at the request or for the benefit officer of the Company Inprise or any of its subsidiariesSubsidiaries and relates to or arises out of any action or omission occurring at or prior to the Effective Time ("Indemnified Liabilities"), and (ii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby, in each case to the full extent permitted under applicable law; provided that no Indemnifying Party shall be liable for any settlement of any claim effected without its written consent, which consent shall not be unreasonably withheld. Except as disclosed in Section 6.10 of the Inprise Disclosure Letter, Inprise is not aware of any Indemnified Liabilities or of any reasonable basis for the assertion thereof. Without limiting the foregoing, in the event that any such claim, action, suit, proceeding or investigation is brought against any Indemnified Party (whether arising prior to or after the Effective Time), (i) the Indemnifying Parties will pay expenses in advance of the final disposition of any such claim, action, suit, proceeding or investigation to each Indemnified Party to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by applicable law; provided that the Indemnified Party person to whom expenses are advanced provides an any undertaking required by applicable law to repay such advance if it is ultimately determined that such party person is not entitled to indemnification. Notwithstanding ; (ii) the foregoing, an Indemnified Parties shall retain counsel reasonably satisfactory to the Indemnifying Party Parties; (iii) the Indemnifying Parties shall not be liable pay all reasonable fees and expenses of such counsel for any settlement the Indemnified Parties (subject to the final sentence of any claim effected without such this paragraph) promptly as statements therefor are received; and (iv) the Indemnifying Party's written consent, which consent Parties shall not be unreasonably withheld. Parent will cooperate use all commercially reasonable efforts to assist in the defense of any such matter. Any Indemnified Party wishing to claim indemnification under this Section, upon learning of any such claim, action, suit, proceeding or investigation, shall notify the Indemnifying Parties, but the failure so to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability which it may have under this paragraph except to the extent such failure materially prejudices such Indemnifying Party. The Indemnified Parties as a group may retain only one law firm to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties, in which case the Indemnified Parties may to the extent necessary to avoid such conflict retain more than one or more additional law firm, in which event the Indemnifying Parties shall be required to pay the reasonable fees and expenses of only one law firm representing the Indemnified Parties.

Directors’ and Officers’ Indemnification and Insurance. (a) Until For a period of not less than six years from the expiration of all applicable statutes of limitationsEffective Date, from and after the consummation of the Offer, the Company shall and Parent shall cause the Company (or any successor applicable Subsidiary thereof (collectively, the “D&O Indemnifying Parties”), to the Companyfullest extent each such D&O Indemnifying Party is so authorized or permitted by applicable Laws, as now or hereafter in effect, to: (i) toindemnify and hold harmless, to the fullest extent permitted under the applicable Laws and pursuant to existing arrangements and Organizational Documents of the Company Group (as in effect as of the date of this Agreement) each person who is at the date of this Agreement, was previously, or during the period from and after the date of this Agreement through the date of the Effective Time, Parent and Surviving Corporation shall, indemnify, defend and hold harmless the present and former officers and directors serving as a director or officer of the Company and or any of its Subsidiaries (each an "INDEMNIFIED PARTY") against all lossesSubsidiaries, claims, damages, liabilities, fees, penalties and expenses (including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses incurred in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiariesSubsidiaries as a director, trustee or officer of any other entity or any benefit plan maintained by the Company or any of its Subsidiaries (collectively, the “D&O Indemnified Parties”), as in effect as of the date of this Agreement, in connection with any D&O Claim and any losses, claims, damages, liabilities, Claim Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) relating to or resulting from a D&O Claim; and (ii) promptly advance to such D&O Indemnified Party any Claim Expenses incurred in defending, serving as a witness with respect to or otherwise participating with respect to any D&O Claim in advance of the final disposition of such D&O Claim, including payment on behalf of or advancement to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense D&O Indemnified Party of any action Claim Expenses incurred by such D&O Indemnified Party in connection with enforcing any rights with respect to such indemnification or suit promptly after statements therefor are received advancement, in each case without the requirement of any bond or other security, but subject to the fullest extent permitted D&O Indemnifying Party’s receipt of a written undertaking by law; provided that the or on behalf of such D&O Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance Claim Expenses if it is ultimately determined under applicable Laws that such party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in the defense of any such matter.D&O

Directors’ and Officers’ Indemnification and Insurance. (a) Until In the expiration event of all applicable statutes of limitationsany threatened or actual claim, from and after the consummation action, suit, proceeding or investigation, whether civil, criminal or administrative, including any such claim, action, suit, proceeding or investigation, in which any present or former director or officer of the OfferCompany or any of its Subsidiaries (together, the Company shall and Parent shall cause the Company (“Indemnified Parties”) is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining in whole or in part to, any successor action or failure to take action by any such Person in such capacity taken prior to the CompanyEffective Time, Parent and the Surviving Corporation (the “Indemnifying Parties”) towill, and from and after the Effective Time, Parent jointly and Surviving Corporation shall, severally indemnify, defend and hold harmless harmless, as and to the present fullest extent permitted or required by applicable Law and former officers as and directors to the fullest extent required by the Company Organizational Documents (or any similar organizational document) of the Company or any of its Subsidiaries, when applicable, and any indemnity agreements applicable to any such Indemnified Party or any Contract between an Indemnified Party and the Company or one of its Subsidiaries (Subsidiaries, in each an "INDEMNIFIED PARTY") case, in effect on the date of this Agreement, against all any losses, claims, damages, liabilities, feescosts, penalties legal and other expenses (including reimbursement as incurred for reasonable legal and other fees and disbursements expenses incurred in advance of counsel and the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party), judgments, fines, losses, claims, liabilities fines and amounts paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses actually and reasonably incurred by such Indemnified Party in connection with such person's serving claim, action, suit, proceeding or investigation, subject to Parent’s or the Surviving Corporation’s receipt of an undertaking by such Indemnified Party to repay such legal and other fees and expenses paid in advance if it is finally adjudicated (not subject to appeal) that such Indemnified Party is not entitled to be indemnified under applicable Law; provided, however, that, except as a trustee or other fiduciary otherwise expressly set forth in any entity if such service was at the request or for the benefit of applicable written agreement between the Company or any of its subsidiaries) to Subsidiaries, on the full extent permitted one hand, and any present or former director or officer thereof, on the other hand, that is in effect on the date hereof and provides for indemnification of such present or former director or officer by the DGCLCompany or any of its Subsidiaries in respect of the matters that are subject to indemnification under this Section 5.9(a), such right to include neither Parent nor the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party Surviving Corporation shall not be liable under this Section 5.9 for any settlement of any claim effected without such Indemnifying Party's Parent’s (with respect to itself) and the Surviving Corporation’s (with respect to itself) prior written consent, which consent shall not be unreasonably withheld. Parent will cooperate in the defense of any such matter, conditioned or delayed.

Directors’ and Officers’ Indemnification and Insurance. (a) Until Without limiting any additional rights that any director, officer, trustee, employee, agent, or fiduciary may have under any employment or indemnification agreement or under the expiration Company Charter, the Company Bylaws or this Agreement or, if applicable, similar organizational documents or agreements of all applicable statutes any of limitationsthe Subsidiaries, from and after the consummation of the Offer, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from and after the Effective TimeDate, Parent and Surviving Corporation shall, indemnify, defend : (i) indemnify and hold harmless each person who is at the present and former officers and directors date hereof or during the period from the date hereof through the Effective Date serving as a director, officer, trustee, or fiduciary of the Company and or its Subsidiaries or as a fiduciary under or with respect to any employee benefit plan (each an "INDEMNIFIED PARTY"within the meaning of Section 3(3) against all lossesof ERISA) (collectively, claimsthe “Indemnified Parties”) to the fullest extent authorized or permitted by applicable law, damagesas now or hereafter in effect, liabilities, fees, penalties in connection with any Claim and expenses (including reasonable fees and disbursements of counsel and any judgments, fines, losses, claims, liabilities penalties and amounts paid in settlement arising out (including all interest, assessments and other charges paid or payable in connection with or in respect of actions such judgments, fines, penalties or amounts paid in settlement) resulting therefrom; and (ii) promptly pay on behalf of or, within thirty (30) days after any request for advancement, advance to each of the Indemnified Parties, to the fullest extent authorized or permitted by applicable law, as now or hereafter in effect, any Expenses incurred in defending, serving as a witness with respect to or otherwise participating in any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Indemnified Party of any Expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or other security. The indemnification and advancement obligations of Parent and Surviving Corporation pursuant to this Section 7.06(a) shall extend to acts or omissions occurring at or before the Effective Time and any Claim relating thereto (including with respect to any acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Offer) (transactions contemplated hereby, including losses incurred the consideration and approval thereof and the process undertaken in connection with such person's serving therewith and any Claim relating thereto), and all rights to indemnification and advancement conferred hereunder shall continue as to a trustee person who continues to be or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) has ceased to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in the defense of any such matter.a

Directors’ and Officers’ Indemnification and Insurance. (a) Until In the expiration event of all applicable statutes of limitationsany threatened or actual claim, from and after the consummation action, suit, proceeding or investigation, whether civil, criminal or administrative, including any such claim, action, suit, proceeding or investigation, in which any present or former director or officer of the OfferCompany or any of its Subsidiaries (together, the Company shall and Parent shall cause the Company (“Indemnified Parties”) is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining in whole or in part to, any successor action or failure to take action by any such Person in such capacity taken prior to the CompanyEffective Time, the Surviving Corporation (the “Indemnifying Party”) towill, and from and after the Effective Time, Parent and Surviving Corporation shall, indemnify, defend and hold harmless harmless, as and to the present fullest extent permitted or required by applicable Law and former officers and directors required by the Company Organizational Documents (or any similar organizational document) of the Company or any of its Subsidiaries, when applicable, and any indemnity agreements applicable to any such Indemnified Party or any Contract between an Indemnified Party and the Company or one of its Subsidiaries (Subsidiaries, in each an "INDEMNIFIED PARTY") case, in effect on the date of this Agreement, against all any losses, claims, damages, liabilities, feescosts, penalties legal and other expenses (including reasonable reimbursement for legal and other fees and disbursements expenses incurred in advance of counsel and the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party), judgments, fines, losses, claims, liabilities fines and amounts paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses actually and reasonably incurred by such Indemnified Party in connection with such person's serving as claim, action, suit, proceeding or investigation; provided, however, that the Surviving Corporation will not be liable for any settlement effected without the Surviving Corporation’s prior written consent and will not be obligated to pay the fees and expenses of more than one counsel (selected by a trustee or other fiduciary plurality of the applicable Indemnified Parties) for all Indemnified Parties in any entity if jurisdiction with respect to any single such service was at the request claim, action, suit, proceeding or for the benefit of the Company or any of its subsidiaries) investigation. It shall be a condition to the full extent permitted by the DGCL, such right to include the right to advancement of any amounts to be paid in respect of legal and other fees and expenses incurred in that the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted Surviving Corporation receive an undertaking by law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such legal and other fees and expenses paid in advance if it is ultimately determined that such party Indemnified Party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in the defense of any such matterindemnified under applicable Law.

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitations, from and after the consummation of the Offer, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from From and after the Effective TimeTime and until the sixth anniversary of the Effective Time and for so long thereafter as any claim for indemnification asserted on or prior to such date has not been fully adjudicated, Parent and the Surviving Corporation shall, shall indemnify, defend and hold harmless each Person who is now, or has been at any time prior to the present and former officers and directors date hereof or who becomes prior to the Effective Time, a director or officer of the Company and its Subsidiaries or the Subsidiary (each an "INDEMNIFIED PARTY"the “Indemnified Parties”) against all losses, claims, damages, liabilities, fees, penalties costs and expenses (including reasonable fees and disbursements of counsel and attorneys’ fees), Liabilities, judgments, fines, losses, claims, liabilities fines and settlement amounts that are paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses incurred in connection with any Legal Action (whether civil, criminal, administrative or investigative and whether asserted or claimed prior to, at or after the Effective Time) that is based directly or indirectly (in whole or in part) on, or arises directly or indirectly (in whole or in part) out of, the fact that such person's serving as Indemnified Party is or was a trustee director or other fiduciary in any entity if such service was at the request or for the benefit officer of the Company or any of its subsidiaries) the Subsidiary and relates to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense or arises out of any action or suit promptly after statements therefor are received omission occurring at or prior to the Effective Time (including in connection with this Agreement or any of the transactions contemplated hereby) (“Indemnified Liabilities”) to the fullest extent permitted by lawpermissible under applicable Law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party Surviving Corporation shall not be liable for any settlement of any claim effected without such Indemnifying Party's its prior written consent; and provided, which consent further, that the Surviving Corporation shall not be unreasonably withheldliable for any Indemnified Liabilities which occur as a result of fraud or the unlawful criminal actions, gross negligence or willful misconduct of any Indemnified Party. Parent will cooperate Without limiting the foregoing, in the defense event that any such Legal Action is brought against any Indemnified Party (whether arising prior to or after the Effective Time), the Surviving Corporation will pay expenses in advance to each Indemnified Party or promptly reimburse each Indemnified Party for such expenses as such expenses are incurred to the fullest extent permitted by applicable Law; provided that the Person to whom expenses are advanced provides any undertaking required by applicable Law to repay such advance if it is ultimately determined in a final, non-appealable judgment of a court of competent jurisdiction that such Person is not entitled to indemnification. Any Indemnified Party wishing to claim indemnification under this Section 5.13, upon learning of any such matterLegal Action, shall notify the Surviving Corporation, but the failure so to notify the Surviving Corporation shall not relieve the Surviving Corporation from any Liability which it may have under this paragraph except to the extent such failure prejudices the Surviving Corporation. The Indemnified Parties as a group may retain only one law firm to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties in which case, the Indemnified Parties may retain more than one law firm; provided, however, that the Surviving Corporation shall only be required to pay the reasonable fees and expenses of one law firm as determined by the Surviving Corporation, which law firm shall be reasonably satisfactory to the Surviving Corporation.

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitations, from and after the consummation of the Offer, the Company shall and Parent shall cause the Company (or any successor to the The Company) to, and from and after the Effective Time, Time Parent and the Surviving Corporation shall(each, an "Indemnifying Party"), shall indemnify, defend and hold harmless each person who is now, or has been at any time prior to the present and former officers and directors date hereof or who becomes prior to the Effective Time, a director or officer of the Company and or any of its Subsidiaries (each an the "INDEMNIFIED PARTYIndemnified Parties") against (i) all losses, claims, damages, liabilities, fees, penalties costs and expenses (including reasonable fees attorneys' fees), liabilities, judgments and disbursements of counsel and judgments, fines, losses, claims, liabilities and settlement amounts that are paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses incurred in connection with any claim, action, suit, proceeding or investigation (whether civil, criminal, administrative or investigative and whether asserted or claimed prior to, at or after the Effective Time) that is based in whole or in part on, or arises in whole or in part out of, the fact that such person's serving as Indemnified Party is or was a trustee director or other fiduciary in any entity if such service was at the request or for the benefit officer of the Company or any of its subsidiariesSubsidiaries and relates to or arises out of any action or omission occurring at or prior to the Effective Time ("Indemnified Liabilities"), and (ii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby, in each case to the full extent a corporation is permitted under applicable law to indemnify its own directors or officers, as the case may be; provided that no Indemnifying Party shall be liable for any settlement of any claim effected without its written consent, which consent shall not be unreasonably withheld; and provided, further, that no Indemnifying Party shall be liable for any Indemnified Liabilities which occur as a result of the gross negligence or willful misconduct of the Indemnified Party. Without limiting the foregoing, in the event that any such claim, action, suit, proceeding or investigation is brought against any Indemnified Party (whether arising prior to or after the Effective Time), (w) the Indemnifying Parties will pay expenses in advance of the final disposition of any such claim, action suit, proceeding or investigation to each Indemnified Party to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by applicable law; provided that the Indemnified Party person to whom expenses are advanced provides an any undertaking required by applicable law to repay such advance if it is ultimately determined that such party person is not entitled to indemnification. Notwithstanding ; (x) the foregoing, an Indemnified Parties shall retain counsel reasonably satisfactory to the Indemnifying Party Parties; (y) the Indemnifying Parties shall not be liable pay all reasonable fees and expenses of such counsel for any settlement the Indemnified Parties (subject to the final sentence of any claim effected without such this paragraph) promptly as statements therefor are received; and (z) the Indemnifying Party's written consent, which consent Parties shall not be unreasonably withheld. Parent will cooperate use all commercially reasonable efforts to assist in the defense of any such matter. Any Indemnified Party wishing to claim indemnification under this Section, upon learning of any such claim, action, suit, proceeding or investigation, shall notify the Indemnifying Parties, but the failure so to notify an Indemnifying Party shall not relieve it from any liability which it may have under this paragraph except to the extent such failure materially prejudices such Indemnifying Party. The Indemnified Parties as a group may retain only one law firm to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties.

Directors’ and Officers’ Indemnification and Insurance. (a) Until In the expiration event of all applicable statutes any threatened or actual Action, whether civil or administrative, including any such Action in which any present or former director or officer of limitations, from and after the consummation Apple or any of the Offerits subsidiaries (together, the Company shall and Parent shall cause the Company (“Indemnified Parties”) is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining in whole or in part to, any successor action or failure to take action by any such Person in such capacity taken prior to the CompanyEffective Time, the Surviving Corporation (the “Indemnifying Party”) towill, and from and after the Effective Time, Parent and Surviving Corporation shall, indemnify, defend and hold harmless harmless, as and to the present and former officers and directors fullest extent permitted or required by applicable Law in effect on the date of the Company and its Subsidiaries (each an "INDEMNIFIED PARTY") this Agreement, against all any losses, claims, damages, liabilities, feescosts, penalties legal and other expenses (including reasonable reimbursement for legal and other fees and disbursements expenses incurred in advance of counsel and the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party), judgments, fines, losses, claims, liabilities fines and amounts paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses actually and reasonably incurred by such Indemnified Party in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) claim Action, subject to the full extent permitted Surviving Corporation’s receipt of an undertaking by the DGCL, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such legal and other fees and expenses paid in advance if it is ultimately determined that such party Indemnified Party is not entitled to indemnification. Notwithstanding be indemnified under applicable Law; provided, however, that the foregoing, an Indemnifying Party shall Surviving Corporation will not be liable for any settlement of any claim effected without such Indemnifying Party's the Surviving Corporation’s prior written consent, consent (which consent shall will not be unreasonably delayed or withheld. Parent ) and will cooperate not be obligated to pay the fees and expenses of more than one counsel (selected by a plurality of the applicable Indemnified Parties) for all Indemnified Parties in any jurisdiction with respect to any single such Action, except to the extent that two or more of such Indemnified Parties have conflicting interests in the defense outcome of any such matterclaim, action, suit, proceeding or investigation.

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitations, from From and after the consummation of the OfferEffective Time, the Surviving Corporation shall, in accordance with the Company shall Organizational Documents and indemnification agreements in effect on the date hereof, and Parent shall cause the Surviving Corporation to, (i) indemnify and hold harmless, and advance expenses to, each individual who at the Effective Time is, or at any time prior to the Effective Time was, a director or officer of the Company or of a Subsidiary of the Company (each, an “Indemnitee” and, collectively, the “Indemnitees”) with respect to Damages (including amounts paid in settlement or compromise) and Expenses (including those of legal counsel) in connection with any Legal Action (including as may be administrative or investigative), whenever asserted, including any Legal Action based on or arising out of, in whole or in part, (A) the fact that an Indemnitee is or was a director or officer of the Company or any successor of its Subsidiaries or was acting in such capacity, or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director or officer of the Company or any of its Subsidiaries or taken at the request of the Company or any of its Subsidiaries (including in connection with serving at the request of the Company or any of its Subsidiaries as a director, officer or representative of another Person (including any employee benefit plan)), in each case under clause (A) or (B), at, or at any time prior to, the Effective Time (including any Legal Action (including as may be administrative or investigative) relating in whole or in part to the CompanyTransactions or relating to the enforcement of this provision) toand (ii) assume all obligations of the Company and such Subsidiaries to the Indemnitees in respect of indemnification, advancement of expenses and exculpation from Liabilities for acts or omissions occurring at or prior to the Effective Time as provided in the Company Organizational Documents as in effect on the date of this Agreement or in any agreement in existence as of the date of this Agreement, as specified in Section 5.5(a) of the Company Disclosure Letter, providing for indemnification between the Company or any of its Subsidiaries and any Indemnitee. Without limiting the foregoing, from and after the Effective Time, Parent unless otherwise required by Law, the certificate of incorporation and bylaws of the Surviving Corporation shall, indemnify, defend shall contain provisions no less favorable to the Indemnitees with respect to limitation of liabilities of directors and hold harmless the present and former officers and directors indemnification than are set forth as of the date of this Agreement in the Company Organizational Documents, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees. To the extent permitted by applicable Law, the indemnification agreements identified in Section 5.5(a) of the Company Disclosure Letter shall continue in full force and its Subsidiaries (each an "INDEMNIFIED PARTY") against all losses, claims, damages, liabilities, fees, penalties and expenses (including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid effect in settlement arising out of actions or omissions occurring at or before accordance with their terms following the consummation of the Offer) (including losses incurred in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in the defense of any such matterEffective Time.

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitations, from and after the consummation of the Offer, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from and after After the Effective Time, Parent and the Surviving Corporation shall, indemnifyto the fullest extent permitted under applicable law, defend jointly and severally indemnify and hold harmless the harmless, each present and former officers director, officer, employee and directors agent of the Company and or any of its Subsidiaries subsidiaries (each each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTYIndemnified Party" and collectively, the ") Indemnified Parties" against all losses, claims, damages, liabilities, fees, penalties and any costs or expenses (including reasonable fees and disbursements of counsel and attorneys fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of actions of, relating to or in connection with any action or omission occurring prior to the Effective Time (including, without limitation, acts or omissions occurring at or before the consummation of the Offer) (including losses incurred in connection with such person's persons serving as a trustee an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company Company) or any arising out of its subsidiaries) or pertaining to the full extent permitted transactions contemplated by this Agreement. In furtherance of the foregoing agreement, the Surviving Corporation hereby affirms its obligations as the surviving corporation of the Merger after the Effective Time under the Indemnification Agreements between the Company and its officers and directors which are identified in Schedule 6.6 of the Disclosure Schedule, true, correct and complete copies of which have been made available to the Parent or its counsel. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) Parent and the Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the DGCLIndemnified Parties; which counsel shall be reasonably satisfactory to Parent and the Surviving Corporation, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to received, (ii) Parent and the fullest extent permitted by law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent Surviving Corporation will cooperate in the defense of any such matter, and (iii) any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the BCL shall be made by outside legal counsel acceptable to the Parent, the Surviving Corporation and the Indemnified Party; provided, however, that neither Parent nor the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld).

Directors’ and Officers’ Indemnification and Insurance. (a) Until Without limiting any additional rights that any director, officer, trustee, employee, agent, or fiduciary may have under any employment or indemnification agreement or under any of the expiration of all applicable statutes of limitationsOrganizational Documents or this Agreement, from and after the consummation of the Offer, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from and after the Merger Effective Time, Parent and the Surviving Corporation shall, indemnify, defend Company shall (i) indemnify and hold harmless each person who is at the present and former officers and directors of date hereof, was previously, or during the period from the date hereof through the Company and its Subsidiaries (each an "INDEMNIFIED PARTY") against all losses, claims, damages, liabilities, fees, penalties and expenses (including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses incurred in connection with such person's Merger Effective Time serving as a trustee director or other fiduciary in any entity if such service was at the request or for the benefit officer of the Company or any of its subsidiariesthe Company Subsidiaries (collectively, the “Indemnified Parties”) to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent authorized or permitted by law; provided that applicable Law, as now or hereafter in effect, in connection with any Claim and any judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such judgments, fines, penalties or amounts paid in settlement) resulting therefrom, and (ii) promptly pay on behalf of each of the Indemnified Parties, to the fullest extent authorized or permitted by applicable Law, as now or hereafter in effect, any Indemnifiable Expenses incurred in defending, serving as a witness with respect to or otherwise participating in any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Indemnified Party of any Indemnifiable Expenses (as hereinafter defined) incurred by such Indemnified Party in connection with enforcing any rights with respect to whom expenses are advanced provides such indemnification and/or advancement, including all reasonable attorneys’ fees and expenses, in each case without the requirement of any bond or other security, but subject to Parent’s or the Surviving Company’s, as applicable, receipt of an undertaking by or on behalf of such Indemnified Party to repay such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in the defense of any such matter.Indemnifiable

Directors’ and Officers’ Indemnification and Insurance. (a) Until In the expiration event of all applicable statutes any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including any such claim, action, suit, proceeding or investigation in which any person who is now, or has been at any time prior to the date of limitationsthis Agreement, from and or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries (the “Indemnified Parties”) is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director or officer of the Company or any of its Subsidiaries or (ii) this Agreement or any of the Transactions, whether in any case asserted or arising before or after the consummation of the OfferEffective Time, the Company shall parties hereto agree to cooperate and Parent shall cause the Company (or any successor use their best efforts to the Company) to, defend against and from respond thereto. It is understood and agreed that after the Effective Time, Parent shall and shall cause the Surviving Corporation shallto, indemnify, defend indemnify and hold harmless harmless, to the present and former officers and directors of the Company and its Subsidiaries (fullest extent permitted by law, each an "INDEMNIFIED PARTY") such Indemnified Party against all any losses, claims, damages, liabilities, feescosts, penalties and expenses (including advances of reasonable attorney’s fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses incurred in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) expenses prior to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense final disposition of any action claim, suit, proceeding or suit promptly after statements therefor are received investigation to each Indemnified Party to the fullest extent permitted by law upon receipt of any undertaking required by applicable law; provided that ), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether asserted or arising before or after the Effective Time), the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with Parent; provided, however, that: (1) Parent shall have the right to assume the defense thereof and upon such assumption Parent shall not be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by any Indemnified Party in connection with the defense thereof, except that if Parent elects not to whom assume such defense or counsel for the Indemnified Parties reasonably advises that there are (under applicable standards of professional conduct) issues which raise conflicts of interest between Parent and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with Parent, and Parent shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties; (2) Parent shall in all cases be obligated pursuant to this paragraph to pay for only one firm or counsel and any necessary local counsel for all Indemnified Parties except that if counsel for the Indemnified Parties reasonably advises that there are advanced provides an undertaking (under applicable standards of professional conduct) issues which raise conflicts of interest among one or more of the Indemnified Parties, Parent will be obligated to repay pay for separate counsel such advance if it is ultimately determined that such party is not entitled Indemnified Parties as to indemnification. Notwithstanding the foregoing, an Indemnifying Party which there are conflicts; (3) Parent shall not be liable for any settlement of any claim effected without such Indemnifying Party's its prior written consent, consent (which consent shall not be unreasonably withheld. withheld or delayed); and (4) Parent will cooperate shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that indemnification of such Indemnified Party in the defense manner contemplated hereby is prohibited by applicable law. It is agreed and understood that Parent’s agreement to provide the indemnification contemplated hereunder is no way intended to expand the scope of the indemnification obligations beyond that which a corporation would be permitted to provide to its own officers or directors under Delaware Law. Any Indemnified Party wishing to claim Indemnification under this Section 7.06, upon learning of any such matterclaim, action, suit, proceeding or investigation, shall promptly notify Parent thereof, provided that the failure to so notify Parent shall not affect the obligations of Parent under this Section 7.06 except to the extent such failure to notify prejudices Parent. Parent’s obligations under this Section 7.06 shall continue in full force and effect for a period of six (6) years from the Effective Time; provided, however, that all rights to indemnification in respect of any claim (a “Claim”) asserted or made within such period shall continue until the final disposition of such Claim.

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitationsWithout limiting any additional rights under any existing agreement or arrangement, from and after the consummation Effective Time through the sixth anniversary of the Offerdate on which the Effective Time occurs, the Company shall Parent Group shall, and Parent shall cause the Company (or any successor to the Company) Surviving Corporation to, indemnify and from and after hold harmless each present (as of the Effective Time, Parent and Surviving Corporation shall, indemnify, defend and hold harmless the present ) and former officers officer and directors director of the Company and its Subsidiaries (each an "INDEMNIFIED PARTY") the “Indemnified Parties”), against all claims, losses, claimsliabilities, damages, liabilitiesjudgments, inquiries, fines and reasonable fees, penalties costs and expenses (expenses, including reasonable attorneys’ fees and disbursements of counsel and judgments(collectively, fines“Losses”), losses, claims, liabilities and amounts paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses incurred in connection with such person's serving as a trustee any claim, action, suit, proceeding or other fiduciary in any entity if such service investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that an Indemnified Party is or was at the request an officer or for the benefit director of the Company or any of its subsidiariesSubsidiaries or (ii) matters existing or occurring at or prior to the full Effective Time (including this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by under applicable law. In the DGCLevent of any such claim, such right to include the right action, suit, proceeding or investigation, (A) each Indemnified Party will be entitled to advancement of expenses incurred in the defense of any action claim, action, suit, proceeding or suit promptly after statements therefor are received to investigation from the fullest extent permitted Surviving Corporation within ten (10) Business Days of receipt by law; provided that the Parent Group or the Surviving Corporation from the Indemnified Party of a request therefor, (B) neither Parent Group nor the Surviving Corporation shall settle, compromise or consent to whom expenses are advanced provides the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an undertaking to repay unconditional release of such advance if it is ultimately determined that Indemnified Party from all liability arising out of such party is not entitled to indemnification. Notwithstanding action, suit, proceeding, investigation or claim or such Indemnified Party otherwise consents, and (C) each of the foregoing, an Indemnifying Surviving Corporation and the Indemnified Party shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in the defense of any such matter. The Parent Group or the Surviving Corporation shall have the right, but not the obligation, to assume and control the defense of any threatened or actual claim, action, suit, proceeding or investigation relating to any acts or omissions covered under this Section 5.3 unless there is a conflict of interest between the Parent Group and the Surviving Corporation, on the one hand, and the applicable Indemnified Party, on the other; provided, that, prior to any such assumption and control, the party assuming control of such defense shall provide to the applicable Indemnified Party a written undertaking reaffirming its obligations hereunder, under the organizational documents of the Company and the Surviving Corporation to indemnify such party against any and all Losses relating thereto or resulting therefrom.

Directors’ and Officers’ Indemnification and Insurance. (a) Until In the expiration event of all applicable statutes any threatened or actual Action, whether civil or administrative, including any such Action in which any present or former director or officer of limitations, from and after the consummation Parent or any of the Offerits Subsidiaries (together, the Company shall and Parent shall cause the Company ("INDEMNIFIED PARTIES") is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining in whole or in part to, any successor action or failure to take action by any such Person in such capacity taken prior to the CompanyEffective Time, Parent (the "INDEMNIFYING PARTY") towill, and from and after the Effective Time, Parent and Surviving Corporation shall, indemnify, defend and hold harmless harmless, as and to the present and former officers and directors fullest extent permitted or required by applicable Law in effect on the date of the Company and its Subsidiaries (each an "INDEMNIFIED PARTY") this Agreement, against all any losses, claims, damages, liabilities, feescosts, penalties legal and other expenses (including reasonable reimbursement for legal and other fees and disbursements expenses incurred in advance of counsel and the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party), judgments, fines, losses, claims, liabilities fines and amounts paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses actually and reasonably incurred by such Indemnified Party in connection with such personclaim Action, subject to or Parent's serving as a trustee or other fiduciary in any entity if receipt of an undertaking by such service was at the request or for the benefit of the Company or any of its subsidiaries) to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such legal and other fees and expenses paid in advance if it is ultimately determined that such party Indemnified Party is not entitled to indemnification. Notwithstanding the foregoingbe indemnified under applicable Law; provided, an Indemnifying Party shall however, Parent will not be liable for any settlement of any claim effected without such Indemnifying PartyParent's prior written consent, consent (which consent shall will not be unreasonably delayed or withheld. Parent ) and will cooperate not be obligated to pay the fees and expenses of more than one counsel (selected by a plurality of the applicable Indemnified Parties) for all Indemnified Parties in any jurisdiction with respect to any single such Action, except to the extent that two or more of such Indemnified Parties have conflicting interests in the defense outcome of any such matterclaim, action, suit, proceeding or investigation.

Directors’ and Officers’ Indemnification and Insurance. (a) Until Without limiting any additional rights that any director, officer, trustee, employee, agent, or fiduciary may have under any employment or indemnification agreement or under the expiration Company Charter, the Company Bylaws or this Agreement or, if applicable, similar organizational documents or agreements of all applicable statutes any of limitationsthe Subsidiaries, from and after the consummation Effective Date through the 6th anniversary of the Offer, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from and after the Effective Time, Parent and Surviving Corporation shall, indemnify, defend : (i) indemnify and hold harmless each person who is at the present and former officers and directors date hereof or during the period from the date hereof through the Effective Date serving as a director, officer, trustee, or fiduciary of the Company and or its Subsidiaries or as a fiduciary under or with respect to any employee benefit plan (each an "INDEMNIFIED PARTY"within the meaning of Section 3(3) of ERISA) (collectively, the “Indemnified Parties”) to the fullest extent authorized or permitted by applicable Law, as now or hereafter in effect, in connection with any Claim from and against all lossesany D&O Expenses, claims, damages, liabilities, fees, penalties and expenses (including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities penalties and amounts paid in settlement arising out (including all interest, assessments and other charges paid or payable in connection with or in respect of actions such judgments, fines, penalties or amounts paid in settlement) resulting therefrom; and (ii) within 30 days after any request for advancement, advance to each of the Indemnified Parties, to the fullest extent authorized or permitted by applicable Law, as now or hereafter in effect, any D&O Expenses incurred in defending, serving as a witness with respect to or otherwise participating in any Claim in advance of the final disposition of such Claim, including advancement to the Indemnified Party of any D&O Expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or other security (but subject to Parent’s or Surviving Corporation’s, as applicable, receipt of a written undertaking by or on behalf of such Indemnified Party to repay such D&O Expenses if it is ultimately determined under applicable Law that such Indemnified Party is not entitled to be indemnified). The indemnification and advancement obligations of Surviving Corporation pursuant to this Section 7.05(a) shall extend to acts or omissions occurring at or before the Effective Time and any Claim relating thereto (including with respect to any acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Offer) (transactions contemplated hereby, including losses incurred the consideration and approval thereof and the process undertaken in connection with such person's serving therewith and any Claim relating thereto), and all rights to indemnification and advancement conferred hereunder shall continue as to a trustee person who has ceased to be a director, officer, trustee, employee, agent, or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) Subsidiaries after the date hereof and shall inure to the full extent permitted by benefit of such person’s heirs, executors and personal and legal representatives. As used in this Section 7.05(a): (x) the DGCL, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in the defense of any such matter.term “

Directors’ and Officers’ Indemnification and Insurance. (a) Until Without limiting any additional rights that any employee may have under any agreement with the expiration of all applicable statutes of limitationsCompany Group or its Affiliates or employee benefit plan, from and after the consummation Closing through the sixth (6th) anniversary of the Offerdate on which the Closing occurs, the Company shall Acquiror shall, and Parent shall cause the Company (or any successor and each member of the Company Group, to the Company) tomaximum extent permitted by applicable Law, and from and after the Effective Time, Parent and Surviving Corporation shall, indemnify, defend to indemnify and hold harmless each present (as of immediately prior to the present Closing) and former officers and directors officer, director, manager or employee of New DN or the Company and its Subsidiaries Group (each an "INDEMNIFIED PARTY") the “D&O Indemnified Parties”), against all lossesLosses, claims, damages, liabilities, fees, penalties and expenses (including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses incurred in connection with such person's serving as a trustee any Action arising out of or other pertaining to (i) the fact that the D&O Indemnified Party is or was an officer, director, manager, employee, fiduciary in any entity if such service was at the request or for the benefit agent of New DN or the Company Group or any of its subsidiaries(ii) matters existing or occurring at or prior to the full Closing (including this Agreement, the other Transaction Agreements and the transactions and actions contemplated hereby and thereby), whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted by under applicable Law. In the DGCLevent of any such Action, such right to include the right (x) each D&O Indemnified Party will be entitled to advancement of expenses incurred in the defense of any action Action from the Acquiror or suit promptly after statements therefor are received to the fullest extent permitted Company Group within ten (10) Business Days of receipt by law; provided that the Acquiror from the D&O Indemnified Party of a request therefor; provided, that any Person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by Law or the Company’s organizational documents, to repay such advance advances if it is ultimately determined that such party Person is not entitled to indemnification. Notwithstanding , (y) neither the foregoingAcquiror nor its Affiliates (including the Company Group) shall settle, an Indemnifying Party shall not be liable for any settlement compromise or consent to the entry of any claim effected without judgment in any Action (and in which indemnification could be sought by such Indemnifying Party's written consentD&O Indemnified Party hereunder), which unless such settlement, compromise or consent includes an unconditional release of such D&O Indemnified Party from all Liability arising out of such Action or such D&O Indemnified Party otherwise consents, and (z) the Acquiror and its Affiliates (including the Company Group) shall not be unreasonably withheld. Parent will cooperate in the defense of any such matter.

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitations, from and after the consummation of the Offer, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from From and after the Effective Time, Parent and the Surviving Corporation shall, shall indemnify, defend and hold harmless each Person who is now, or has been at any time prior to the present and former officers and directors date of this Agreement or who becomes prior to the Company and Effective Time, an officer or director of Xxxxxx Xxxxx or any of its Subsidiaries (each an collectively, the "INDEMNIFIED PARTYIndemnified Parties") against all lossesClaims or amounts that, claimswith the approval of the Surviving Corporation as to settlements only, damages, liabilities, fees, penalties and expenses (including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts are paid in settlement of or otherwise in connection with any Claim 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 Xxxxxx Xxxxx or any of its Subsidiaries and pertaining to any matter existing or arising out of actions or omissions occurring at or before prior to the consummation Effective Time (including, without limitation, any Claims arising out of this Agreement, the Merger or any Transaction), whether asserted or claimed prior to, at or after the Effective Time, in each case to the fullest extent currently provided under Xxxxxx Xxxxx'x or the applicable Subsidiary's Organic Documents (but only to the extent permitted under Applicable Law), and shall pay any expenses, as incurred, in advance of the Offer) (including losses incurred in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense final disposition of any such action or suit promptly after statements therefor are received proceeding to each Indemnified Party to the fullest extent permitted by law; provided that under Applicable Law, upon receipt from the Indemnified Party to whom expenses are advanced provides of an undertaking to repay such advance if it is ultimately determined that such party is not entitled advances to indemnificationthe extent required under Applicable Law. Notwithstanding Without limiting the foregoing, an Indemnifying in the event any such Claim is brought against any of the Indemnified Parties, such Indemnified Parties may retain counsel (including local counsel) satisfactory to them and which shall be reasonably satisfactory to the Surviving Corporation, and the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for such Indemnified Parties. The Indemnified Parties as a group shall retain only one law firm (plus appropriate local counsel) to represent them with respect to each such Claim unless there is, as determined by counsel to the Indemnified Parties, under applicable standards of professional conduct, a conflict or a reasonable likelihood of a conflict on any significant issue between the positions of any two or more Indemnified Parties, in which event such Indemnified Party shall not be liable for any settlement entitled to retain separate legal counsel at the expense of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in the defense of any such matterSurviving Corporation.

Directors’ and Officers’ Indemnification and Insurance. (a) Until To the expiration of all applicable statutes of limitationsextent permitted by Applicable Law, from and after the consummation Effective Time until the sixth anniversary of the Offer, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from and after the Effective Time, (i) Parent and agrees that it shall cause the Surviving Corporation to, and (ii) the Surviving Corporation agrees that it shall and shall cause the General Partner to, and (iii) the General Partner agrees that it shall, in each case of the foregoing clauses (i), (ii) and (iii), indemnify, defend and hold harmless the each present and former officers director, officer, and directors manager of the Acquired Companies (in their capacity as such, the “Company and its Subsidiaries (each an "INDEMNIFIED PARTY"Indemnified Parties”) against all losses, claims, damages, liabilities, fees, penalties and any costs or expenses (including reasonable fees and disbursements of counsel and attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and or amounts paid in settlement incurred in connection with any threatened, pending or completed Proceeding or other matter, whether civil, criminal, administrative or investigative, arising out of, related to or by reason of the fact that he or she is or was a director, officer or manager of any Acquired Company or he or she is or was serving at the request of any Acquired Company as a director, officer or manager of any other Person, in each case, arising out of actions or omissions occurring at or before prior to the consummation of Effective Time (and whether asserted or claimed prior to, at or after the Offer) (Effective Time), including losses incurred in connection such alleged acts or omissions with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company respect to this Agreement or any of its subsidiaries) to the full extent permitted by the DGCLTransactions, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by law; provided that Applicable Law. Parent shall cause the Surviving Corporation to, the Surviving Corporation shall and shall cause the General Partner to, and the General Partner shall promptly advance expenses (including reasonable attorneys’ fees) to the Company Indemnified Parties as incurred by each such Company Indemnified Party (but not later than thirty (30) days after the submission of invoices), without the requirement of any bond or other security, to the fullest extent permitted by Applicable Law, but subject to Parent’s or the Surviving Corporation’s receipt of an undertaking by or on behalf of such Company Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance amount if it is shall ultimately be determined that such party Company Indemnified Party is not entitled to indemnificationbe indemnified. Notwithstanding Without limiting the foregoing, Parent shall cause the Surviving Corporation and General Partner (i) to maintain for a period of not less than six (6) years from the Effective Time provisions in their respective Organizational Documents concerning the indemnification and exculpation of (and provisions relating to expense advancement to) the Company Indemnified Parties that are no less favorable to those Persons than the provisions of Applicable Law and the indemnification agreements and the Organizational Documents of the Acquired Companies, as applicable, in each case, as of the date of this Agreement and (ii) not to amend, repeal or otherwise modify such provisions in any respect that could adversely affect the rights of those Persons thereunder, in each case, except as expressly required by Applicable Law. Notwithstanding anything to the contrary set forth in this Agreement, Parent or the Surviving Corporation, as applicable, (a) shall not settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, action, suit or proceeding against, or investigation of, any Company Indemnified Party for which indemnification may be sought under this Section 6.07(a) without the Company Indemnified Party’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned) unless such settlement, compromise, consent or termination includes an Indemnifying unconditional release of such Company Indemnified Party from all liability arising out of such claim, action, suit, proceeding or investigation, (b) shall not be liable for any settlement of any claim effected without such Indemnifying Party's Parent’s or the Surviving Corporation’s prior written consent, consent (which consent shall not be unreasonably withheld. , delayed or conditioned), (c) shall not have any obligation hereunder to any Company Indemnified Party to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such Company Indemnified Party is not entitled to indemnification, in which case the Company Indemnified Party shall promptly refund to Parent will cooperate or the Surviving Corporation the amount of all such expenses theretofore advanced pursuant hereto, and (d) shall not be obligated to pay the fees and expenses of more than one legal counsel (selected by a plurality of the applicable Company Indemnified Parties) for all Company Indemnified Parties in any jurisdiction with respect to any single legal action, except to the defense extent that, on the advice of any such matterCompany Indemnified Party’s counsel, two or more of such Company Indemnified Parties shall have conflicting interests in the outcome of such action. Parent, the Surviving Corporation and the General Partner’s obligations under this Section 6.07(a) shall continue in full force and effect for a period of six (6) years from the Effective Time; provided, however, that all rights to indemnification, exculpation and advancement of expenses in respect of any bona fide claim asserted or made within such period shall continue until the final disposition of such claim.

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitations, from and after the consummation of the Offer, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from From and after the Effective Time, Parent and the Surviving Corporation shall, (the "Indemnifying Party") shall until the third anniversary of the ------------------ Effective Time indemnify, defend and hold harmless each person who is now, or has been at any time prior to the present and former officers and directors of date hereof or who becomes prior to the Company and its Subsidiaries (each an "INDEMNIFIED PARTY") against all lossesEffective Time, claimsa director, damagesofficer, liabilities, fees, penalties and expenses (including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement arising out of actions employee or omissions occurring at or before the consummation of the Offer) (including losses incurred in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit agent of the Company or any of its subsidiariesSubsidiaries (each, an "Indemnified Party") against (i) all losses, ----------------- claims, damages, costs and expenses (including attorneys' fees), liabilities, judgments and settlement amounts that are paid or incurred in connection with any claim, action, suit, proceeding or investigation (whether civil, criminal, administrative or investigative and whether asserted or claimed prior to, at or after the Effective Time) that is based in whole or in part on, or arises in whole or in part out of, the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company or any of its Subsidiaries or in the case of a present or former director, officer or employee of the Company or a Subsidiary, a fiduciary of any employee benefit plan or arrangement of the Company or any of its Subsidiaries and, in either case relates to or arises out of any action or omission occurring at or prior to the Effective Time ("Indemnified Liabilities"), and (ii) all Indemnified ----------------------- Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby, in each case to the full extent a corporation is permitted under applicable law to indemnify its own directors, officers, employees or agents, as the case may be; provided that no Indemnifying Party shall be liable for any settlement of -------- any claim effected without its written consent, which consent shall not be unreasonably withheld. Without limiting the foregoing, in the event that any such claim, action, suit, proceeding or investigation is brought against any Indemnified Party (whether arising prior to or after the Effective Time), (w) the Indemnifying Party will pay expenses in advance of the final disposition of any such claim, action suit, proceeding or investigation to each Indemnified Party to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by law; applicable law provided that the Indemnified Party person to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such party person is not entitled to indemnification; (x) the Indemnified Parties shall retain counsel reasonably satisfactory to the Indemnifying Parties; (y) the Indemnifying Parties shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties (subject to the final sentence of this paragraph) promptly as statements therefor are received; and (z) the Indemnifying Parties shall use all commercially reasonable efforts to assist in the vigorous defense of any such matter. Notwithstanding Any Indemnified Party wishing to claim indemnification under this Section, upon learning of any such claim, action, suit, proceeding or investigation, shall notify the foregoingIndemnifying Party, but the failure so to notify an Indemnifying Party shall not be liable for relieve it from any settlement liability which it may have under this paragraph except to the extent such failure irreparably prejudices such party. The Indemnified Parties as a group may retain only one law firm to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in the defense of any such mattertwo or more Indemnified Parties.

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitations, from From and after the consummation Closing, Purchaser shall, and shall cause each of the Offer, members of the Company shall and Parent shall cause the Company (or any successor to the Company) Group to, and from and after the Effective Time, Parent and Surviving Corporation shall, indemnify, defend and hold harmless each Person who is now, or has been at any time prior to the present and former officers and directors Closing Date, an officer or director (or a Person serving in a similar capacity) of any member of the Company and its Subsidiaries Group (each an "INDEMNIFIED PARTY"the “D&O Indemnified Parties”) against any and all losses, claims, damages, liabilities, fees, penalties and expenses (including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement Losses arising out of actions or omissions relating to any threatened or actual Proceeding based in whole or in part on or arising out of or relating in whole or in part to the fact that such Person is or was an officer or director (or a Person serving in a similar capacity) of any member of the Company Group whether pertaining to any matter existing or occurring at or before prior to the consummation of Closing Date and whether asserted or claimed prior to, at or after, the Offer) Closing Date (including losses incurred the “D&O Indemnified Liabilities”), in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) each case to the full extent a corporation is permitted by under applicable Law to indemnify its own officers or directors (and Purchaser shall, or shall cause each of the DGCLmembers of the Company Group to, pay expenses in advance (in accordance with applicable Law and an appropriate undertaking to reimburse such right advancement if such expenses are determine not to include be indemnifiable) of the right final disposition of any such Proceeding to advancement of expenses incurred each D&O Indemnified Party). Without limiting the foregoing, in the defense event any such Proceeding is brought against any D&O Indemnified Party (whether arising before or after the Closing Date), (i) the D&O Indemnified Party may retain counsel satisfactory to it and reasonably satisfactory to Purchaser, and Purchaser shall, or shall cause the Company Group to, pay all fees and expenses of any action or suit such counsel for the D&O Indemnified Party promptly after as statements therefor are received and (ii) Purchaser and the Company Group will use all reasonable efforts to assist in the fullest extent permitted by lawvigorous defense of any such matter; provided provided, that neither Purchaser nor any member of the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party Company Group shall not be liable for any settlement of any claim effected without such Indemnifying Party's its prior written consent, consent (which consent shall not unreasonably be unreasonably withheld, conditioned or delayed). Parent will cooperate Any D&O Indemnified Party wishing to claim indemnification under this Section 4.9 shall notify Purchaser upon learning of any such Proceeding (but the failure to so notify shall not relieve a Person from any Liability which it may have under this Section 4.9 except to the extent such Person is materially prejudiced by such failure). The parties hereto agree that all rights to indemnification hereunder, including provisions relating to advances of expenses incurred in the defense of any Proceeding, existing in favor of the D&O Indemnified Parties with respect to matters occurring through the Closing Date shall continue in full force and effect for a period of not less than six years from the Closing Date; provided, however, that all rights to indemnification in respect of any D&O Indemnified Liabilities asserted or made within such matterperiod shall continue until the disposition of such D&O Indemnified Liabilities.

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of Parent and Acquisition Sub agree that all applicable statutes of limitations, from rights to exculpation and after the consummation of the Offer, indemnification for acts or omissions occurring at or prior to the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from and after the Merger Effective Time, whether asserted or claimed prior to, at or after the Company Merger Effective Time (including any matters arising in connection with the transactions contemplated hereby), now existing in favor of the current or former directors, officers, managers or employees (“D&O Indemnified Parties”), as the case may be, of the Company or its Subsidiaries (including any member of the Subsidiary Adviser Group) as provided in their respective organizational documents as in effect on the date of this Agreement or in any Contract shall survive the Mergers and shall continue in full force and effect. Parent and Surviving Corporation shall, shall indemnify, defend and hold harmless the present harmless, and former officers and directors of advance expenses to D&O Indemnified Parties with respect to all acts or omissions by them in their capacities as such at any time prior to the Company and Merger Effective Time (including any matters arising in connection with this Agreement or the transactions contemplated hereby), to the fullest extent that the Company or its Subsidiaries (each an "INDEMNIFIED PARTY") against all losses, claims, damages, liabilities, fees, penalties and expenses (including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement arising out of actions or omissions occurring at or before the consummation any member of the OfferSubsidiary Adviser Group) (including losses incurred in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at would be permitted by Applicable Law and to the request or for fullest extent required by the benefit organizational documents of the Company or its Subsidiaries (including any member of the 84 Subsidiary Adviser Group) as in effect on the date of this Agreement; provided, however, that all rights to indemnification in respect of any action pending or asserted or any claim made within such period shall continue until the disposition of such action or resolution of such claim. Parent shall cause its subsidiaries) organizational documents to the full extent permitted by the DGCLcontain provisions with respect to indemnification, such right to include the right to advancement of expenses incurred and limitation of director, officer and employee liability that are no less favorable to the D&O Indemnified Parties than those set forth in the defense Company’s and its Subsidiaries’ (including the members of any action or suit promptly after statements therefor are received to the fullest extent permitted by law; provided that Subsidiary Adviser Group’s) organizational documents as of the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding the foregoingdate of this Agreement, an Indemnifying Party which provisions thereafter shall not be liable for amended, repealed or otherwise modified in any settlement manner that would adversely affect the rights thereunder of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in the defense of any such matterD&O Indemnified Parties.

Directors’ and Officers’ Indemnification and Insurance. (a) Until In the expiration event of all applicable statutes any threatened or actual Action, whether civil or administrative, including any such Action in which any present or former director or officer of limitations, from and after the consummation Apple or any of the Offerits subsidiaries (together, the Company shall and Parent shall cause the Company (“Indemnified Parties”) is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining in whole or in part to, any successor action or failure to take action by any such Person in such capacity taken prior to the CompanyEffective Time, the Surviving Corporation (the “Indemnifying Party”) towill, and from and after the Effective Time, Parent and Surviving Corporation shall, indemnify, defend and hold harmless harmless, as and to the present and former officers and directors fullest extent permitted or required by applicable Law in effect on the date of the Company and its Subsidiaries (each an "INDEMNIFIED PARTY") this Agreement, against all any losses, claims, damages, liabilities, feescosts, penalties legal and other expenses (including reasonable reimbursement for legal and other fees and disbursements expenses incurred in advance of counsel and the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party), judgments, fines, losses, claims, liabilities fines and amounts paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses actually and reasonably incurred by such Indemnified Party in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) claim Action, subject to the full extent permitted Surviving Corporation’s receipt of an undertaking 36 by the DGCL, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such legal and other fees and expenses paid in advance if it is ultimately determined that such party Indemnified Party is not entitled to indemnification. Notwithstanding be indemnified under applicable Law; provided, however, that the foregoing, an Indemnifying Party shall Surviving Corporation will not be liable for any settlement of any claim effected without such Indemnifying Party's the Surviving Corporation’s prior written consent, consent (which consent shall will not be unreasonably delayed or withheld. Parent ) and will cooperate not be obligated to pay the fees and expenses of more than one counsel (selected by a plurality of the applicable Indemnified Parties) for all Indemnified Parties in any jurisdiction with respect to any single such Action, except to the extent that two or more of such Indemnified Parties have conflicting interests in the defense outcome of any such matterclaim, action, suit, proceeding or investigation.

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitations, from and after the consummation of the Offer, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from From and after the Effective Time, Parent and the Surviving Corporation shall, shall indemnify, defend and hold harmless each Person who is now, or has been at any time prior to the present and former officers and directors date of this Agreement or who becomes prior to the Effective Time, an officer or director of any of the Company and its Subsidiaries Arcus Entities (each an collectively, the "INDEMNIFIED PARTYIndemnified Parties") against all lossesClaims or amounts that, claimswith the approval of the Surviving Corporation as to settlements only, damages, liabilities, fees, penalties and expenses (including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts are paid in settlement of or otherwise in connection with any Claim 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 any of the Arcus Entities and pertaining to any matter existing or arising out of actions or omissions occurring at or before prior to the consummation Effective Time (including, without limitation, any Claims arising out of this Agreement, the Merger or any Transaction), whether asserted or claimed prior to, at or after the Effective Time, in each case to the fullest extent currently provided under the applicable Arcus Entity's Organic Documents (but only to the extent permitted under Applicable Law), and shall pay any expenses, as incurred, in advance of the Offer) (including losses incurred in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense final disposition of any such action or suit promptly after statements therefor are received proceeding to each Indemnified Party to the fullest extent permitted by law; provided that under Applicable Law, upon receipt from the Indemnified Party to whom expenses are advanced provides of an undertaking to repay such advance if it advances to the extent required under Applicable Law. Without limiting the foregoing (but only to the extent provided for under the applicable Arcus Entity's Organic Documents), in the event any such Claim is ultimately brought against any of the Indemnified Parties, such Indemnified Parties may retain counsel (including local counsel) satisfactory to them and which shall be reasonably satisfactory to the Surviving Corporation, and the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for such Indemnified Parties. The Indemnified Parties as a group shall retain only one law firm (plus appropriate local counsel) to represent them with respect to each such Claim unless there is, as determined that by counsel to the Indemnified Parties, under applicable standards of professional conduct, a conflict or a reasonable likelihood of a conflict on any significant issue between the positions of any two or more Indemnified Parties, in which event such party is not Indemnified Party shall be entitled to indemnification. Notwithstanding retain separate legal counsel at the foregoing, an Indemnifying Party shall not be liable for any settlement expense of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in the defense of any such matterSurviving Corporation.

Directors’ and Officers’ Indemnification and Insurance. (a) Until Without limiting any additional rights that any director, officer, trustee, employee, agent, or fiduciary may have under any employment or indemnification agreement or under the expiration Company Charter, the Company Bylaws, the Operating Partnership Agreement or this Agreement or, if applicable, similar organizational documents or agreements of all applicable statutes any of limitationsthe Subsidiaries, from and after the consummation of the Offer, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from and after the Merger Effective Time, Parent and the Surviving Corporation shall, indemnify, defend : (i) indemnify and hold harmless each person who is at the present and former officers and directors date hereof or during the period from the date hereof through the Company Merger Effective Time serving as a director, officer, trustee, employee, agent, or fiduciary of the Company and or its Subsidiaries or as a fiduciary under or with respect to any employee benefit plan (each an "INDEMNIFIED PARTY"within the meaning of Section 3(3) against all lossesof ERISA) (collectively, claimsthe “Indemnified Parties”) to the fullest extent authorized or permitted by applicable law, damagesas now or hereafter in effect, liabilities, fees, penalties in connection with any Claim and expenses (including reasonable fees and disbursements of counsel and any judgments, fines, losses, claims, liabilities penalties and amounts paid in settlement arising out (including all interest, assessments and other charges paid or payable in connection with or in respect of actions such judgments, fines, penalties or amounts paid in settlement) resulting therefrom; and (ii) promptly pay on behalf of or, within 30 days after any request for advancement, advance to each of the Indemnified Parties, to the fullest extent authorized or permitted by applicable law, as now or hereafter in effect, any Expenses incurred in defending, serving as a witness with respect to or otherwise participating in any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Indemnified Party of any Expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or other security). The indemnification and advancement obligations of Parent and the Surviving Corporation pursuant to this Section 7.06(a) shall extend to acts or omissions occurring at or before the Company Merger Effective Time and any Claim relating thereto (including with respect to any acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Offer) (including losses incurred in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in the defense of any such matter.transactions

Directors’ and Officers’ Indemnification and Insurance. (a) Until In the expiration event of all applicable statutes of limitationsany threatened or actual claim, from and after the consummation action, suit, proceeding or investigation, whether civil, criminal or administrative, including any such claim, action, suit, proceeding or investigation, in which any present or former director or officer of the OfferCompany or any of its Subsidiaries (together, the Company shall and Parent shall cause the Company (“Indemnified Parties”) is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining in whole or in part to, any successor action or failure to take action by any such Person in such capacity taken prior to the CompanyEffective Time, the Surviving Corporation (the “Indemnifying Party”) towill, and from and after the Effective Time, Parent and Surviving Corporation shall, indemnify, defend and hold harmless harmless, as and to the present fullest extent permitted or required by applicable Law and former officers and directors required by the Company Organizational Documents (or any similar organizational document) of the Company or any of its Subsidiaries, when applicable, and any indemnity agreements applicable to any such Indemnified Party or any Contract between an Indemnified Party and the Company or one of its Subsidiaries (Subsidiaries, in each an "INDEMNIFIED PARTY") case, in effect on the date of this Agreement, against all any losses, claims, damages, liabilities, feescosts, penalties legal and other expenses (including reasonable reimbursement for legal and other fees and disbursements expenses incurred in advance of counsel and the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party), judgments, fines, losses, claims, liabilities fines and amounts paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses actually and reasonably incurred by such Indemnified Party in connection with such person's serving as claim, action, suit, proceeding or investigation; provided, however, that the Surviving Corporation will not be liable for any settlement effected without the Surviving Corporation’s prior written consent (which will not be unreasonably withheld or delayed) and will not be obligated to pay the fees and expenses of more than one counsel (selected by a trustee or other fiduciary plurality of the applicable Indemnified Parties) for all Indemnified Parties in any entity if jurisdiction with respect to any single such service was at the request claim, action, suit, proceeding or for the benefit of the Company or any of its subsidiaries) investigation, except to the full extent permitted by that two or more of such Indemnified Parties shall have conflicting interests in the DGCL, outcome of such right action. It shall be a condition to include the right to advancement of any amounts to be paid in respect of legal and other fees and expenses incurred in that the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted Surviving Corporation receive an undertaking by law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such legal and other fees and expenses paid in advance if it is ultimately determined that such party Indemnified Party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in the defense of any such matterindemnified under applicable Law.

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitations, from 6.4.1 From and after the consummation of the OfferEffective Date, the Company shall and Parent Bidder shall cause the Company (or any successor and each of its subsidiaries to the Companyextent permitted by applicable Law: (a) tohonor and fulfill in all respects, and from maintain in full force and after effect, the Effective Time, Parent and Surviving Corporation shall, indemnify, defend and hold harmless the present and former officers and directors obligations of the Company and its Subsidiaries (each an "INDEMNIFIED PARTY") against all lossessubsidiaries to the fullest extent permissible under applicable Law, claims, damages, liabilities, fees, penalties and expenses (including reasonable fees and disbursements under the Articles or the articles of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses incurred in connection with such person's serving as a trustee association or other fiduciary in any entity if such service was at the request or for the benefit comparable organisational documents of the Company or any of its subsidiaries, in each case as in effect on the date hereof, and under any indemnification or other similar Contracts in effect on the date hereof, and disclosed in Clause 6.4 of the Company Disclosure Letter, to any directors, managers, officers or employees of the Company or any of its subsidiaries and person who was a director, manager, officer or employee of the Company or any of its subsidiaries (in each case whose indemnification agreement is disclosed in Clause 6.4 of the Company Disclosure Letter) in the six (6) years prior to the full extent permitted by Effective Date (collectively, the DGCL, “D&O Indemnified Parties”) arising out of or relating to actions or omissions in their capacity as such right to include the right to advancement of expenses incurred in the defense of any action occurring at or suit promptly after statements therefor are received prior to the fullest Effective Date, including in connection with the approval of this Agreement and the Acquisition; and (b) indemnify, defend and hold harmless any D&O Indemnified Parties against any liability arising in connection with or in relation to such D&O Indemnified Party’s position as a director, manager or officer of the Company or any of its subsidiaries, to the extent permitted by law; provided that the such D&O Indemnified Party is indemnified immediately prior to whom expenses are advanced provides an undertaking the Effective Date pursuant to repay the Articles or any deed of indemnity or other agreement between such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding D&O Indemnified Party and the foregoing, an Indemnifying Party shall not be liable for Company or any settlement of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in the defense of any such matterits subsidiaries and listed on Schedule 6.4.

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitations, from and after the consummation of the Offer, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from From and after the Effective Time, Parent and Surviving Corporation shallin the event of any threatened or actual claim, indemnifyaction, defend and hold harmless suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any person who is now, or has been at any time prior to the present and former officers and directors date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company and or any of its Subsidiaries (each an the "INDEMNIFIED PARTYIndemnified Parties") is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director or officer of the Company, any of its Subsidiaries or any of their respective predecessors or was prior to the Effective Time serving at the request of any such party as a director, officer, fiduciary or agent of another corporation, partnership, trust or other enterprise or (ii) this Agreement, or any of the transactions contemplated hereby and all actions taken by an Indemnified Party in connection herewith, whether in any case asserted or arising before or after the Effective Time, the parties hereto agree to cooperate in connection with defending against all and responding to such proceedings. It is understood and agreed that after the Effective Time, Parent shall indemnify and hold harmless, as and to the fullest extent permitted by the corporate governance documents of the Company or its Subsidiaries as of the date hereof and by law, each such Indemnified Party against any losses, claims, damages, liabilities, feescosts, penalties and expenses (including reasonable attorneys' fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid expenses in settlement arising out of actions or omissions occurring at or before the consummation advance of the Offer) (including losses incurred in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense final disposition of any action claim, suit, proceeding or suit promptly after statements therefor are received investigation to each Indemnified Parry to the fullest extent permitted by law; provided that law upon receipt of an undertaking, to the extent required by the DGCL, from such Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance advanced expenses if it is ultimately finally and unappealably determined that such party is Indemnified Party was not entitled to indemnification. Notwithstanding the foregoingindemnification hereunder), an Indemnifying Party shall not be liable for judgments, fines and amounts paid in settlement in connection with any settlement of any claim effected without such Indemnifying Party's written consentthreatened or actual claim, which consent shall not be unreasonably withheld. Parent will cooperate action, suit, proceeding or investigation, and in the defense event of any such matter.threatened or actual claim, action, suit, proceeding or investigation (whether asserted or arising before or after the Effective

Directors’ and Officers’ Indemnification and Insurance. (a) Until In the expiration event of all applicable statutes of limitationsany threatened or actual claim, from and after the consummation action, suit, proceeding or investigation, whether civil, criminal or administrative, including any such claim, action, suit, proceeding or investigation, in which any present or former director or officer of the OfferCompany or any of its Subsidiaries (together, the Company shall and Parent shall cause the Company (“Indemnified Parties”) is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining in whole or in part to, any successor action or failure to take action by any such Person in such capacity taken prior to the CompanyEffective Time, the Surviving Corporation (the “Indemnifying Party”) toshall, and from and after the Effective Time, Parent and Surviving Corporation shall, indemnify, defend and hold harmless harmless, as and to the present and former officers and directors fullest extent permitted or required by applicable Law or the Company Organizational Documents (or any similar organizational document) of the Company or any of its Subsidiaries, when applicable, and any indemnity agreements applicable to any such Indemnified Party or any Contract between an Indemnified Party and the Company or one of its Subsidiaries (Subsidiaries, in each an "INDEMNIFIED PARTY") case, in effect on the date of this Agreement, against all any losses, claims, damages, liabilities, feescosts, penalties legal and other expenses (including reimbursement for reasonable legal and other fees and disbursements expenses incurred in advance of counsel and the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party), judgments, fines, losses, claims, liabilities fines and amounts paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses actually and reasonably incurred by such Indemnified Party in connection with such person's serving as a trustee claim, action, suit, proceeding or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) investigation, subject to the full extent permitted Surviving Corporation’s receipt of an undertaking by the DGCL, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such legal and other fees and expenses paid in advance if it is ultimately determined that such party Indemnified Party is not entitled to indemnification. Notwithstanding be indemnified under applicable Law; provided, however, that the foregoing, an Indemnifying Party Surviving Corporation shall not be liable for any settlement of any claim effected without such Indemnifying Party's the Surviving Corporation’s prior written consent, which consent and shall not be unreasonably withheld. Parent will cooperate obligated to pay the fees and expenses of more than one counsel (selected by a plurality of the applicable Indemnified Parties) for all Indemnified Parties in the defense of any jurisdiction with respect to any single such matterclaim, action, suit, proceeding or investigation.

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration Buyer shall (i) for a period of all applicable statutes of limitations, six years from and after the consummation of the Offer, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from and after the Effective Time, Parent and Surviving Corporation shall, indemnify, defend and hold harmless the present and former officers and directors of the Company and its Subsidiaries (each an "INDEMNIFIED PARTY") against all losses, claims, damages, expenses or liabilities, feesand provide advancement of expenses to, penalties all past and expenses (including reasonable fees present directors, officers, managers and disbursements employees of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement arising out of actions or omissions occurring at or before the consummation each of the OfferAcquired Companies (in all of their capacities as such) (including losses incurred in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) “Indemnified Individuals”), to the full same extent permitted by the DGCLsuch persons are indemnified, such right to include defended, held harmless or have the right to advancement of expenses incurred in as of the defense date of this Agreement by Seller or any action or suit promptly after statements therefor are received of its Affiliates (including the Acquired Companies) pursuant to the fullest extent permitted by lawrespective charter documents or by-laws (or similar governance document) of Seller or any of its Affiliates (including the Acquired Companies) and any indemnification agreements in existence on the date hereof with any such Indemnified Individuals for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby); provided that in the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party shall not be liable for any settlement of event any claim effected without is asserted or made within such Indemnifying Party's written consentsix year period, all rights hereunder in respect of such claim shall continue until disposition thereof and (ii) cause to be maintained for a period of six years after the Effective Time the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by Seller and its Affiliates (including the Acquired Companies) covering directors and officers of the Acquired Companies (provided that Buyer may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which consent shall not be unreasonably withheld. Parent will cooperate are, in the defense aggregate, no less advantageous to the insured than the current policies maintained by Seller and its Affiliates (including the Acquired Companies)) with respect to claims arising from facts or events that occurred at or before the Effective Time; provided, however, that in no event shall Buyer be required to expend in any one year an amount in excess of any 300% of the annual premiums currently paid by Seller and its Affiliates (including the Acquired Companies) for such matterinsurance and provided, further, that if the annual premiums of such insurance coverage exceed such amount, Buyer shall be obligated to obtain a policy with the greatest coverage available to a cost not exceeding such amount.

Directors’ and Officers’ Indemnification and Insurance. (a) Until In the expiration event of all applicable statutes any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any Person who is now, or has been at any time prior to the date of limitationsthis Agreement, from and after or who becomes prior to the consummation Effective Time, a director, officer or employee of the OfferSeller (the “Indemnified Parties”) is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the Company shall and Parent shall cause fact that he is or was a director, officer or employee of the Company (Seller, or any successor to of their respective predecessors or (ii) this Agreement or the Company) toother Transaction Documents or any of the transactions contemplated hereby or thereby, and from and whether in any case asserted or arising before or after the Effective Time, Parent the parties hereto agree to cooperate and Surviving Corporation shalluse their reasonable best efforts to defend against and respond thereto. It is understood and agreed that after the Effective Time, indemnify, defend the Buyer shall indemnify and hold harmless harmless, as and to the present and former officers and directors of the Company and its Subsidiaries (fullest extent permitted by law or applicable Governmental Authorities, each an "INDEMNIFIED PARTY") such Indemnified Party against all any losses, claims, damages, liabilities, feescosts, penalties and expenses (including advancing reasonable attorneys’ fees and disbursements of counsel expenses as and judgments, fines, losses, claims, liabilities and amounts paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses when incurred in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) prior to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense final disposition of any action claim, suit, proceeding or suit promptly after statements therefor are received investigation to each Indemnified Party to the fullest extent permitted by lawlaw or applicable Governmental Authorities upon receipt of any undertaking required by applicable law or applicable Governmental Authorities), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether asserted or arising before or after the Effective Time), the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with the Buyer; provided, however, that (w) the Buyer shall have the right to assume the defense thereof (provided that the Buyer confirms in writing to the Indemnified Party its obligations to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that indemnify such party to the fullest extent permitted by law and provided the Buyer is at least “adequately capitalized” as defined in the relevant prompt corrective action regulations) and upon such assumption the Buyer shall not entitled be liable to indemnification. Notwithstanding any Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by any Indemnified Party in connection with the foregoingdefense thereof, an Indemnifying Party except that if the Buyer elects not to assume such defense or counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are issues which raise conflicts of interest between the Buyer and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with the Buyer, and the Buyer shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties upon submission of invoices therefor, (x) the Buyer shall be obligated pursuant to this paragraph to pay for only one firm of counsel for all Indemnified Parties, unless the proposed counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are issues which raise conflicts of interest among such parties, in which case the Buyer shall pay the reasonable fees and expenses of one additional counsel to the extent necessary to avoid such conflict, (y) the Buyer shall not be liable for any settlement of any claim effected without such Indemnifying Party's its prior written consent, consent (which consent shall not be unreasonably withheld. Parent will cooperate ), and (z) the Buyer shall have no obligation under this Section 6.7(a) to any Indemnified Party when and if, and only to the extent, a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that indemnification of such Indemnified Party in the defense manner contemplated hereby is prohibited by applicable law or applicable Governmental Authorities. Any Indemnified Party wishing to claim Indemnification under this Section 6.7, upon learning of any such matterclaim, action, suit, proceeding or investigation, shall notify the Buyer thereof, provided, that the failure to so notify shall not affect the obligations of the Buyer under this Section 6.7 except to the extent such failure to notify materially prejudices the Buyer. The Buyer’s obligations under this Section 6.7 shall continue in full force and effect for a period of six (6) years from the Effective Time; provided, however, that all rights to indemnification in respect of any claim asserted or made within such period shall continue until the final disposition of such claim.

Directors’ and Officers’ Indemnification and Insurance. (a) Until In the expiration event of all applicable statutes of limitationsany threatened or actual claim, from and after the consummation action, suit, proceeding or investigation, whether civil, criminal or administrative, including any such claim, action, suit, proceeding or investigation, in which any present or former director or officer of the OfferCompany or any of its Subsidiaries (together, the Company shall and Parent shall cause the Company (“Indemnified Parties”) is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining in whole or in part to, any successor action or failure to take action by any such Person in such capacity taken prior to the CompanyEffective Time, the Surviving Corporation (the “Indemnifying Party”) towill, and from and after the Effective Time, Parent and Surviving Corporation shall, indemnify, defend and hold harmless harmless, as and to the present fullest extent permitted or required by applicable Law, and former officers and directors as may otherwise be required by the Company Organizational Documents (or any similar organizational document) of the Company or any of its Subsidiaries, when applicable, and any indemnity agreements applicable to any such Indemnified Party or any Contract between an Indemnified Party and the Company or one of its Subsidiaries (Subsidiaries, in each an "INDEMNIFIED PARTY") case, in effect on the date of this Agreement, against all any losses, claims, damages, liabilities, feescosts, penalties legal and other expenses (including reimbursement for reasonable legal and other fees and disbursements expenses incurred in advance of counsel and the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party), judgments, fines, losses, claims, liabilities fines and amounts paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses actually and reasonably incurred by such Indemnified Party in connection with such person's serving as a trustee claim, action, suit, proceeding or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) investigation, subject to the full extent permitted Surviving Corporation’s receipt of an undertaking by the DGCL, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such legal and other fees and expenses paid in advance if it is ultimately determined by a court of competent jurisdiction that such party Indemnified Party is not entitled to indemnification. Notwithstanding be indemnified under applicable Law; provided, however, that the foregoing, an Indemnifying Party shall Surviving Corporation will not be liable for any settlement of any claim effected without such Indemnifying Party's the Surviving Corporation’s prior written consent, which consent shall and will not be unreasonably withheld. Parent will cooperate obligated to pay the fees and expenses of more than one counsel (selected by a plurality of the applicable Indemnified Parties) for all Indemnified Parties in the defense any jurisdiction with respect to any single such claim, action, suit, proceeding or investigation, unless there is an actual conflict of any interest among such matterIndemnified Parties such that one counsel cannot effectively represent all Indemnified Parties, in which case such number of counsel as are necessary.

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitations, from From and after the consummation Closing until the sixth anniversary of the OfferClosing Date, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from and after the Effective Time, Parent and Surviving Corporation shall, indemnify, defend to honor and hold harmless fulfill its obligations existing as of the present and date of this Agreement in favor of all current or former officers and or directors of the Company and its Subsidiaries (each an "INDEMNIFIED PARTY"a “D&O Indemnified Party”) against all lossesunder the Certificate of Incorporation or any other Company Contract in effect as of date hereof and disclosed in Part 5.5 of the Disclosure Schedule, claims, damages, liabilities, fees, penalties and expenses (including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement arising out of actions for acts or omissions occurring at or before the consummation of the OfferD&O Indemnified Parties in their capacities as such that occurred prior to the Effective Time; provided, however, that: (a) no D&O Indemnified Party will be entitled to exculpation from, or to be indemnified, reimbursed or advanced expenses by, any Acquired Company for any amount that such D&O Indemnified Party has paid, owes or may owe to an Indemnitee in such D&O Indemnified Party’s capacity as an Indemnitor under Section 9 or (including losses ii) any Expense incurred in connection with or that may be incurred by such person's serving D&O Indemnified Party arising from or relating to the evaluation, investigation, negotiation or defense of any claim brought by an Indemnitee pursuant to Section 9, and no D&O Indemnified Party shall assert, or be entitled to assert, such party’s rights under this Section 5.5 as a trustee defense against any obligation such D&O Indemnified Party may have under Section 9 in such D&O Indemnified Party’s capacity as an Indemnitor; (b) no D&O Indemnified Party shall be entitled to exculpation from, or other fiduciary in to be indemnified, reimbursed or advanced expenses by, any entity if such service was at the request or for the benefit of the Acquired Company or any of its subsidiaries) to the full extent permitted by such exculpation, or the DGCLpayment or receipt of any such amount, such right would violate or contravene any applicable Legal Requirement; and (c) each D&O Indemnified Party shall seek recourse against the D&O Tail prior to include the right seeking recourse against any Acquired Company with respect to any obligation described in this Section 5.5. Under no circumstances shall any D&O Indemnified Party be entitled to exculpation, indemnification, reimbursement or advancement of expenses incurred in the defense directly from Parent or from any Affiliate of any action or suit promptly after statements therefor are received to the fullest extent permitted by law; provided Parent that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in the defense of any such matterAcquired Company.

Directors’ and Officers’ Indemnification and Insurance. (a) Until In the expiration event of all applicable statutes any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any person who is now, or has been at any time prior to the date of limitationsthis Agreement, from and after or who becomes prior to the consummation Effective Time, a director or officer or employee of Seller or any of its subsidiaries (the "Indemnified Parties") is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director, officer or employee of the OfferSeller, any of the Company shall and Parent shall cause the Company (Seller's subsidiaries or any successor to of their respective predecessors or (ii) this Agreement or any of the Company) totransactions contemplated hereby, and from and whether in any case asserted or arising before or after the Effective Time, Parent the parties hereto agree to cooperate and Surviving Corporation shalluse their best efforts to defend against and respond thereto. It is understood and agreed that after the Effective Time, indemnify, defend the Buyer shall indemnify and hold harmless harmless, as and to the present and former officers and directors of the Company and its Subsidiaries (fullest extent permitted by law, each an "INDEMNIFIED PARTY") such Indemnified Party against all any losses, claims, damages, liabilities, feescosts, penalties and expenses (including reasonable attorney's fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid expenses in settlement arising out of actions or omissions occurring at or before the consummation advance of the Offer) (including losses incurred in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense final disposition of any action claim, suit, proceeding or suit promptly after statements therefor are received investigation to each Indemnified Party to the fullest extent permitted by law upon receipt of any undertaking required by applicable law; provided that ), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether asserted of arising before or after the Effective Time), the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with the Buyer; provided, however, that (1) the Buyer shall have the right to assume the defense thereof and upon such assumption the Buyer or the Bank shall not be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by any Indemnified Party in connection with the defense thereof, except that if the Buyer elects not to whom assume such defense or counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are issues which raise conflicts of interest between the Buyer and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with the Buyer, and the Buyer shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties, (2) the Buyer shall be obligated pursuant to this paragraph to pay for only one firm of counsel for all Indemnified Parties, unless the proposed counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are advanced provides an undertaking issues which raise conflicts of interest among such parties, in which case the Buyer shall pay the reasonable fees and expenses of additional counsel to repay the extent necessary to avoid such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding conflict, (3) the foregoing, an Indemnifying Party Buyer shall not be liable for any settlement of any claim effected without such Indemnifying Party's its prior written consent, consent (which consent shall not be unreasonably withheld. Parent will cooperate ) and (4) the Buyer shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that indemnification of such Indemnified Party in the defense manner contemplated hereby is prohibited by applicable law. Any Indemnified Party wishing to claim Indemnification under this Section 6.6, upon learning of any such matterclaim, action, suit, proceeding or investigation, shall notify the Buyer thereof, provided, that the failure to so notify shall not affect the obligations of the Buyer under this Section 6.6 except to the extent such failure to notify materially prejudices the Buyer. The Buyer's obligations under this Section 6.6 shall continue in full force and effect for a period of six (6) years from the Effective Time; provided, however, that all rights to indemnification in respect of any claim (a "Claim") asserted or made within such period shall continue until the final disposition of such Claim.

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitations, from and after the consummation of the Offer, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation shallCompany to, to the fullest extent the Company would be permitted to do so by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors), indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the fullest extent permitted by Law, provided, that the Person to whom expenses are advanced provides a reasonable and customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) the present and former directors and officers and directors of the Company and or any of its Subsidiaries Subsidiaries, any Person acting as director, officer, trustee, fiduciary, employee or agent of another entity or enterprise (including any Company Benefit Plan) at the request of the Company (each an "INDEMNIFIED PARTY"“Indemnified Party”) from and against any and all losses, claims, damages, liabilities, fees, penalties and costs or expenses (including reasonable fees attorneys’ fees, expenses and disbursements of counsel and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative, arising out of, relating to or in connection with any circumstances, developments or matters in existence, or acts or omissions occurring or alleged to occur prior to or at the Effective Time, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of actions or omissions occurring pertaining to the Merger and the other transactions contemplated hereby, whether asserted or claimed prior to, at or before after the consummation of the Offer) (including losses incurred in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in the defense of any such matterEffective Time.

Directors’ and Officers’ Indemnification and Insurance. (a) Until In the expiration event of all applicable statutes of limitationsany threatened or actual claim, from and after the consummation action, suit, proceeding or investigation, whether civil, criminal or administrative, including any such claim, action, suit, proceeding or investigation in which any present or former director or officer of the OfferCompany or any of its Subsidiaries (together, the Company shall and Parent shall cause the Company (“Indemnified Parties”) is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining in whole or in part to, any successor action or failure to take action by any such Person in such capacity taken prior to the CompanyEffective Time, the Surviving Corporation (the “Indemnifying Party”) towill, and from and after the Effective Time, Parent and Surviving Corporation shall, indemnify, defend and hold harmless harmless, as and to the present fullest extent permitted or required by applicable Law and former officers and directors required by the Company Organizational Documents (or any similar organizational document) of the Company or any of its Subsidiaries, when applicable, and any indemnity agreements applicable to any such Indemnified Party or any Contract between an Indemnified Party and the Company or one of its Subsidiaries (Subsidiaries, in each an "INDEMNIFIED PARTY") case, in effect on the date of this Agreement, against all any losses, claims, damages, liabilities, feescosts, penalties legal and other expenses (including reasonable reimbursement for legal and other fees and disbursements expenses incurred in advance of counsel and the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party), judgments, fines, losses, claims, liabilities fines and amounts paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses actually and reasonably incurred by such Indemnified Party in connection with such person's serving as a trustee claim, action, suit, proceeding or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) investigation, subject to the full extent permitted Surviving Corporation’s receipt of an undertaking by the DGCL, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such legal and other fees and expenses paid in advance if it is ultimately determined that such party Indemnified Party is not entitled to indemnification. Notwithstanding be indemnified under applicable Law; provided, however, that the foregoing, an Indemnifying Party shall Surviving Corporation will not be liable for any settlement of any claim effected without such Indemnifying Party's the Surviving Corporation’s prior written consent, which consent shall and will not be unreasonably withheld. Parent will cooperate obligated to pay the fees and expenses of more than one counsel (selected by a plurality of the applicable Indemnified Parties) for all Indemnified Parties in any jurisdiction with respect to any single such claim, action, suit, proceeding or investigation, except to the extent that two or more of such Indemnified Parties shall have conflicting interests in the defense outcome of any such matterclaim, action, suit, proceeding or investigation.

Directors’ and Officers’ Indemnification and Insurance. (a) Until Without limiting any additional rights that any director, officer, trustee, employee, agent, or fiduciary may have under any employment or indemnification agreement or under the expiration Company Charter, the Company Bylaws or this Agreement or, if applicable, similar organizational documents or agreements of all applicable statutes any of limitationsthe Subsidiaries, from and after the consummation of the Offer, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from and after the Effective TimeDate, Parent and Surviving Corporation LLC shall, indemnify, defend : (i) indemnify and hold harmless each person who is at the present and former officers and directors date hereof or during the period from the date hereof through the Effective Date serving as a director, officer, trustee, or fiduciary of the Company and or its Subsidiaries or as a fiduciary under or with respect to any employee benefit plan (each an "INDEMNIFIED PARTY"within the meaning of Section 3(3) against all lossesof ERISA) (collectively, claimsthe “Indemnified Parties”) to the fullest extent authorized or permitted by applicable law, damagesas now or hereafter in effect, liabilities, fees, penalties in connection with any Claim and expenses (including reasonable fees and disbursements of counsel and any judgments, fines, losses, claims, liabilities penalties and amounts paid in settlement arising out (including all interest, assessments and other charges paid or payable in connection with or in respect of actions such judgments, fines, penalties or amounts paid in settlement) resulting therefrom; and (ii) promptly pay on behalf of or, within thirty (30) days after any request for advancement, advance to each of the Indemnified Parties, to the fullest extent authorized or permitted by applicable law, as now or hereafter in effect, any Expenses incurred in defending, serving as a witness with respect to or otherwise participating in any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Indemnified Party of any Expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or other security (but subject to Parent’s or Surviving LLC’s, as applicable, receipt of a written undertaking by or on behalf of such Indemnified Party, if required by applicable Law, to repay such Expenses if it is ultimately determined under applicable Law that such Indemnified Party is not entitled to be indemnified). The indemnification and advancement obligations of Parent and Surviving LLC pursuant to this Section 7.06(a) shall extend to acts or omissions occurring at or before the Effective Time and any Claim relating thereto (including with respect to any acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Offer) (transactions contemplated hereby, including losses incurred the consideration and approval thereof and the process undertaken in connection with such person's serving therewith and any Claim relating thereto), and all rights to indemnification and advancement conferred hereunder shall continue as to a trustee person who has ceased to be a director, officer, trustee, employee, agent, or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) Subsidiaries after the date hereof and shall inure to the full extent permitted by benefit of such person’s heirs, executors and personal and legal representatives. As used in this Section 7.06(a): (x) the DGCL, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in the defense of any such matter.term “

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitations, from From and after the consummation of the OfferClosing, the Company shall and Parent shall cause shall, to the fullest extent permitted under the Governing Documents of the Company and/or any director, manager or officer indemnification agreement (or any successor to each, an “Indemnification Agreement”), in each case, as in effect as of the Company) todate of this Agreement and set forth in Section 5.10 of the Disclosure Schedule, and from and after the Effective Time, Parent and Surviving Corporation shall, indemnify, defend indemnify and hold harmless the present and former directors, managers and officers and directors of the Company and its each of the Purchased Subsidiaries (each each, an "INDEMNIFIED PARTY"“Insured Party”) against all losses, claims, damages, liabilities, fees, penalties costs and expenses (including reasonable fees and disbursements of counsel and attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses incurred in connection with any Legal Proceeding based on the fact that such person's serving as Insured Party is or was a trustee director, officer or other fiduciary in any entity if such service was at the request or for the benefit manager of the Company or any of its subsidiaries) the Purchased Subsidiaries and arising out of or pertaining to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received omission occurring at or prior to the Closing (including the transactions contemplated by this Agreement and other Transaction Documents) and shall pay any expenses in advance of the final disposition of such action or proceeding to each Insured Party to the fullest extent permitted by law; provided that under the Indemnified Governing Documents of the Company and/or any Indemnification Agreement, in each case, as in effect as of the date of this Agreement, upon receipt from the Insured Party to for whom expenses are advanced provides an paid of any undertaking to repay such advance if it is ultimately determined amounts to the extent required under such Governing Documents of the Company or Indemnification Agreement, as applicable; provided, that such party is not entitled notwithstanding the indemnification obligations of the Company to indemnification. Notwithstanding the foregoingInsured Parties pursuant to this Section 5.10(a), an Indemnifying Party nothing in this Section 5.10(a) shall not be liable for limit in any settlement manner the ability of any claim effected without Purchaser Indemnified Party to assert or recover amounts spent by the Purchaser in respect of such Indemnifying Party's written consent, which consent shall not be unreasonably withheldobligations as Losses under Article VII in accordance with the terms thereof. Parent will cooperate in In the defense event of any such matter.Legal Proceeding, Purchaser and the Company shall have the right, at their sole option and expense and to the extent permissible under the applicable Indemnification Agreement, to defend against, negotiate, settle or otherwise control any such

Directors’ and Officers’ Indemnification and Insurance. (a) Until Without limiting any additional rights that any manager, director, officer, trustee, employee, agent, or fiduciary may have under any employment or indemnification agreement or under the expiration of all applicable statutes of limitationsOrganizational Documents, from and after the consummation of the Offer, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from and after the Effective Time, Parent the Purchaser Parties, jointly and Surviving Corporation severally, shall, indemnify, defend : (i) indemnify and hold harmless each person who is at the present and former officers and directors date hereof, was previously, or during the period from the date hereof through the date of the Company and Effective Time serving as a manager, director, officer, trustee or fiduciary of the Company, any of its Subsidiaries or any of the Related Entities and acting in its capacity as such or as a fiduciary under or with respect to any employee benefit plan (each an "INDEMNIFIED PARTY"within the meaning of Section 3(3) against all of ERISA) (collectively, the “Indemnified Parties”) to the fullest extent authorized or permitted by applicable Law, as now or hereafter in effect, in connection with any Claim and any losses, claims, damages, liabilities, feescosts, penalties and expenses (including reasonable fees and disbursements of counsel and Expenses, judgments, fines, losses, claims, liabilities penalties and amounts paid in settlement arising out (including all interest, assessments and other charges paid or payable in connection with or in respect of actions any thereof) relating to or resulting from such Claim; and (ii) promptly pay on behalf of or, within ten (10) Business Days after any request for advancement, advance to each of the Indemnified Parties, to the fullest extent authorized or permitted by applicable Law, as now or hereafter in effect, any Expenses incurred in defending, serving as a witness with respect to or otherwise participating with respect to any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Indemnified Party of any Expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or other security, but subject to the Purchaser Parties’ receipt of an undertaking by or on behalf of such Indemnified Party to repay such Expenses if it is ultimately determined under applicable Laws or any of the Organizational Documents that such Indemnified Party is not entitled to be indemnified); provided, however, that none of the Purchaser Parties or the Surviving Entity shall be liable for any amounts paid in settlement effected without Parent’s or the Surviving Entity’s prior written consent (which consent shall not be unreasonably withheld or delayed) and shall not be obligated to pay the fees and expenses of more than one counsel (selected by a plurality of the applicable Indemnified Parties and subject to the consent of Parent, which consent shall not be unreasonably conditioned, delayed or withheld) for all Indemnified Parties in any jurisdiction with respect to any single Claim. The indemnification and advancement obligations of the Purchaser Parties pursuant to this Section 7.06(a) shall extend to acts or omissions occurring at or before the consummation of the Offer) (including losses incurred in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in the defense of any such matter.Effective Time and

Directors’ and Officers’ Indemnification and Insurance. (a) Until Without limiting any additional rights that any director, officer, trustee, or fiduciary under or with respect to any employee benefit plan (within the expiration meaning of all applicable statutes Section 3(3) of limitationsERISA) may have under any employment or indemnification agreement or under the Company’s Certificate of Incorporation, from and after the consummation its Bylaws or this Agreement or, if applicable, similar organizational documents or agreements of any of the OfferCompany’s Subsidiaries, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from and after the Effective Time, Parent and the Surviving Corporation (the “Indemnitors”) shall, indemnify, defend : (i) indemnify and hold harmless each person who is at the present and former officers and directors date hereof or during the period from the date hereof through the Closing Date serving as a director, officer or trustee, or as a fiduciary under or with respect to any employee benefit plan (within the meaning of Section 3(3) of ERISA) of the Company and or any of its Subsidiaries (each an "INDEMNIFIED PARTY"collectively, the “Indemnified Parties”) against all lossesto the fullest extent authorized or permitted by applicable law, claimsas now or hereafter in effect, damages, liabilities, fees, penalties in connection with any Claim and expenses (including reasonable fees and disbursements of counsel and any judgments, fines, losses, claims, liabilities penalties and amounts paid in settlement arising out (including all interest, assessments and other charges paid or payable in connection with or in respect of actions such judgments, fines, penalties or amounts paid in settlement) resulting therefrom, and (ii) promptly pay on behalf of or, within thirty (30) days after any request for advancement, advance to each of the Indemnified Parties, to the fullest extent authorized or permitted by applicable law, as now or hereafter in effect, any Expenses incurred in defending, serving as a witness with respect to or otherwise participating in any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Indemnified Party of any Expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or other security. The indemnification and advancement obligations of the Indemnitors pursuant to this Section 7.13(a) shall extend to acts or omissions occurring at or before the Effective Time and any Claim relating thereto (including with respect to any acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Offer) (Transactions, including losses incurred the consideration and approval thereof and the process undertaken in connection with such person's serving therewith and any Claim relating thereto), and all rights to indemnification and advancement conferred hereunder shall continue as to a person who continues to be or who has ceased to be a director, officer or trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiariesSubsidiaries or fiduciary under or with respect to any employee benefit plan (within the meaning of Section 3(3) of ERISA) of the Company or any of its Subsidiaries after the date hereof and shall inure to the full extent permitted by benefit of such person’s heirs, executors and personal and legal representatives. As used in this Section 7.13(a): (A) the DGCL, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in the defense of any such matter.term “

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitations, from and after the consummation of the Offer, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from and For six years after the Effective Time, Parent and Surviving Corporation shall, Seagull shall indemnify, defend and hold harmless each person who is now, or has been at any time prior to the present and former officers and directors date hereof or who becomes prior to the Effective Time, an officer or director of the Company OEI and its Subsidiaries or an employee of OEI or any of its Subsidiaries who acts as a fiduciary under any of the OEI Benefit Plans (each an "INDEMNIFIED PARTYIndemnified Party") against all losses, claims, damages, liabilities, fees, penalties fees and expenses (including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement (provided that any such settlement is effected with the prior written consent of Seagull, which will not be unreasonably withheld)) arising in whole or in part out of actions or omissions in their capacity as such occurring at or before prior to the consummation of the Offer) (including losses incurred in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) Effective Time to the full extent permitted by under Texas law or Seagull's articles of incorporation and bylaws and OEI's written indemnification agreements in effect at the DGCLdate hereof, such right including provisions therein relating to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor suit; provided, that in the event any claim or claims are received asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims; and provided, further, that any determination required to be made with respect to whether an Indemnified Party's conduct complies with the fullest extent permitted standards set forth under Texas law, Seagull's articles of incorporation or bylaws or such agreements, as the case may be, shall be made by law; provided that independent 48 counsel mutually acceptable to Seagull and the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined Party; and provided, further, that such party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party nothing herein shall not be liable for impair any settlement rights or obligations of any Indemnified Party. In the event that any claim effected without or claims are brought against any Indemnified Party (whether arising before or after the Effective Time), such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in Indemnified Party may select counsel for the defense of any such matterclaim, which counsel shall be reasonably acceptable to OEI (if selected prior to the Effective Time) and Seagull (if selected after the Effective Time).

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitationsWithout limiting any additional rights that any Indemnified Party may have under any employment agreement or Company Plan, from and after the consummation Effective Time through the sixth anniversary of the Offerdate on which the Effective Time occurs, the Company Parent shall and Parent or shall cause the Company (or any successor to the Company) Surviving Corporation to, indemnify and from and after hold harmless each present (as of the Effective Time, Parent and Surviving Corporation shall, indemnify, defend and hold harmless the present ) and former officers and directors officer, director or manager of the Company and its Subsidiaries subsidiaries (each an "INDEMNIFIED PARTY") the “Indemnified Parties”), against all claims, losses, claimsliabilities, damages, liabilitiesjudgments, inquiries, fines and reasonable and documented fees, penalties costs and expenses (expenses, including reasonable and documented attorneys’ fees and disbursements of counsel and judgmentsdisbursements, fines, losses, claims, liabilities and amounts paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses incurred in connection with such person's any actual or threatened claim, action, suit, assessment, audit, proceeding or investigation arising out of or pertaining to or by reason of the fact that an Indemnified Party is or was an officer or director of the Company or any of its subsidiaries or, while serving as a trustee director, officer or other fiduciary in any entity if such service was at the request or for the benefit manager of the Company or any of its subsidiaries) , is or was serving at the request of the Company or any of its subsidiaries as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise or non-profit entity, in each case, including such matters that exist or occur prior to the full extent permitted by Effective Time (each, a “Proceeding”). In the DGCLevent of any Proceeding, such right to include the right (A) each Indemnified Party will be entitled to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to such Proceeding from the fullest extent permitted by lawSurviving Corporation; provided that the Indemnified Party any person to whom expenses are advanced provides an undertaking to repay such advance advances if it is ultimately determined that such party Indemnified Party is not entitled to indemnification. Notwithstanding , (B) neither Parent nor the foregoingSurviving Corporation shall settle, an Indemnifying Party shall not be liable for any settlement compromise or consent to the entry of any claim effected without judgment in any Proceeding in which indemnification could be sought by such Indemnifying Party's written consentIndemnified Party hereunder, which unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents thereto in writing, and (C) the Surviving Corporation shall not be unreasonably withheld. Parent will cooperate in the defense of any such matter.

Directors’ and Officers’ Indemnification and Insurance. (a) Until After the expiration of all applicable statutes of limitations, from and after the consummation of the OfferClosing Date, the Company shall and Parent shall cause the Company (or any successor Buyer shall, to the Company) tofullest extent permitted under applicable law or under the Buyer's, and from and after as the Effective Timecase may be, Parent and Surviving Corporation shallArticles of Incorporation or Bylaws, indemnify, defend indemnify and hold harmless the harmless, each present and former officers and directors employee of the Company and Seller or any of its Subsidiaries subsidiaries (each an a "INDEMNIFIED PARTYPotential Indemnified Party") against all losses, claims, damages, liabilities, fees, penalties and any reasonable costs or expenses (including reasonable fees and disbursements of counsel and attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (collectively, "Losses"), arising out of actions or omissions pertaining to any action or omission by such party within the scope of such employee's official capacity with the Seller occurring at or before prior to the consummation Closing Date (including without limitation, the transactions contemplated by this Agreement) for a period of three years after the date hereof, provided, however, that the Buyer shall not be required to indemnify or hold harmless any Potential Indemnified Party (i) for any Losses arising out of or pertaining to any acts or omissions of such Potential Indemnified Party determined in any judicial proceeding to be intentional misconduct or a knowing violation of law, or with respect to which it is determined in any judicial proceeding that such Potential Indemnified Party personally received a benefit in money, property or services to which such Potential Indemnified Party is not legally entitled; (ii) to the extent that the Buyer determines in good faith that it would not indemnify or hold harmless any similarly situated employee of the Offer) (including losses incurred in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company Buyer or any of its subsidiarieswholly-owned subsidiaries under similar circumstances; or (iii) to the full extent that the Buyer reasonably determines that the Potential Indemnified Party did not reasonably believe that the action or omission in question was in the Buyer's best interest. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Closing Date), (A) the Buyer shall be permitted by the DGCL, such right to include the right select counsel of its choosing to advancement of expenses incurred in conduct the defense of any action such claim, action, suit, proceeding or suit investigation, (B) after the Closing Date, the Buyer shall pay the reasonable fees and expenses of such counsel, promptly after statements therefor are received to unless the fullest extent permitted by law; provided Buyer determines that one or more of the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance if it circumstances described in any of (i) through (iii) of the previous sentence is ultimately determined that such party is not entitled to indemnification. Notwithstanding present, and (C) the foregoing, an Indemnifying Party shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent Buyer will cooperate in the defense of any such matter.

Directors’ and Officers’ Indemnification and Insurance. (a) Until Parent and Merger Sub agree that all rights to exculpation and indemnification (and all rights to advancement of expenses relating thereto) for acts or omissions occurring at or prior to the expiration of all applicable statutes of limitationsEffective Time, from and whether asserted or claimed prior to, at or after the consummation Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement, 84 including the Merger), now existing in favor of the Offer, D&O Indemnitees as provided in the Company shall and Parent shall cause Governing Documents of the Company (or the Governing Documents of any successor to of the Company’s Subsidiaries or Affiliates as in effect on the date of this Agreement) to, or in any Contract shall survive the Merger and from shall continue in full force and effect. From and after the Effective Time, Parent and the Surviving Corporation shall, Company shall (and Parent shall cause the Surviving Company to) indemnify, defend and hold harmless the present harmless, and former officers and directors of the Company and its Subsidiaries (each an "INDEMNIFIED PARTY") against all lossesadvance expenses to, claims, damages, liabilities, fees, penalties and D&O Indemnitees with respect to any costs or expenses (including reasonable fees and disbursements of counsel and attorneys’ fees), judgments, fines, losses, claims, liabilities damages, Liabilities and amounts paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses incurred in connection with such person's serving as a trustee any claim or other fiduciary in any entity if such service was at the request Action, whether civil, criminal, administrative or for the benefit of the Company or any of its subsidiaries) investigative, to the full extent permitted such claim or Action arises out of or pertains to (i) any act or omission by the DGCLD&O Indemnitees in their capacities as such at any time at or prior to the Effective Time or (ii) the Merger, such right to include the right to advancement of expenses incurred this Agreement and any transactions contemplated hereby, in the defense of any action or suit promptly after statements therefor are received either case, to the fullest extent permitted by law; provided that (A) the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding Governing Documents of the foregoingCompany (or the Governing Documents of any of the Company’s Subsidiaries or Affiliates as in effect on the date of this Agreement), an Indemnifying Party (B) any indemnification agreement of the Company or its Subsidiaries or other applicable Contract as in effect on the date of this Agreement, which provisions thereafter shall not be liable for amended, repealed or otherwise modified in any settlement manner that would adversely affect the rights thereunder of any claim effected without such Indemnifying Party's written consentD&O Indemnitees or (C) applicable Law. Parent shall cause the Governing Documents of the Surviving Company and its Subsidiaries to contain provisions with respect to indemnification, advancement of expenses and limitation of director, officer and employee liability that are no less favorable to the D&O Indemnitees than those set forth in the Governing Documents of the Company and the Governing Documents of the Company’s Subsidiaries as of the date of this Agreement, which consent provisions thereafter shall not be unreasonably withheld. Parent will cooperate amended, repealed or otherwise modified in any manner that would adversely affect the defense rights thereunder of any such matterD&O Indemnitees.

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration The Restated Certificate of all applicable statutes of limitations, from Incorporation and after the consummation of the Offer, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from and after the Effective Time, Parent and Surviving Corporation shall, indemnify, defend and hold harmless the present and former officers and directors Bylaws of the Company and its Subsidiaries shall not be amended, repealed or otherwise modified for a period of six (each an 6) years from the Closing Date in any manner that would adversely affect the indemnification rights thereunder of individuals who at the Closing Date were directors, officers, agents or employees of either the Company or the Subsidiaries or otherwise entitled to indemnification pursuant to the Restated Certificate of Incorporation and/or Bylaws of the Company or its Subsidiaries (collectively, the "INDEMNIFIED PARTYIndemnified Parties"). To the fullest extent required or permitted by applicable law, the Company or the Subsidiaries, as applicable, shall indemnify and hold harmless (and shall advance expenses to) the Indemnified Parties against and from all liability, losses, demands, claims, damagesactions or causes of action, liabilitiessuits, feesproceedings, penalties and expenses (including reasonable fees and disbursements of counsel and judgmentsinvestigations, deficiencies, fines, lossespenalties, claimscosts, liabilities damages and expenses whatsoever, whether foreseeable or unforeseeable, including without limitation, all legal, accounting and other professional fees, or other amounts paid otherwise in settlement connection with any matter above (a "Claim") based in whole or in part on the fact that such person is or was a director or officer of any of the Company or the Subsidiaries or arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses incurred in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) prior to the full extent permitted Effective Time (including, without limitation, the transactions contemplated by the DGCLthis Agreement), such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received each case to the fullest extent permitted by law; provided that the DGCL. Any determination required to be made with respect to whether an Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consent, which consent conduct complies with the standards set forth under the foregoing provisions shall not be unreasonably withheld. Parent will cooperate in made by independent legal counsel acceptable to both the defense of any Surviving Corporation and such matterIndemnified Party.

Directors’ and Officers’ Indemnification and Insurance. (a) Until In the expiration event of all applicable statutes any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including any such claim, action, suit, proceeding or investigation in which any present or former director or officer of limitationsthe Company or any of its Subsidiaries (together, from the “Indemnified Parties”) is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining in whole or in part to, any action or failure to take action by any such Person in such capacity taken prior to the Effective Time (including with respect to any action or failure to take action occurring in connection with the approval of this Agreement and after the consummation of the Offer, the Company shall and Parent shall cause the Company (Merger or any successor to of the Companyother transactions contemplated hereby), Parent and the Surviving Corporation (each, an “Indemnifying Party”) towill, jointly and severally, from and after the Effective Time, Parent and Surviving Corporation shall, indemnify, defend and hold harmless harmless, as and to the present fullest extent permitted or required by applicable Law and former officers and directors required by the Company Organizational Documents (or any similar organizational document of the Company or any of its Subsidiaries), when applicable, and any indemnity agreements applicable to any such Indemnified Party or any Contract between an Indemnified Party and the Company or one of its Subsidiaries (Subsidiaries, in each an "INDEMNIFIED PARTY") case, in effect on the date of this Agreement, against all any losses, claims, damages, liabilities, feescosts, penalties legal and other expenses (including reasonable reimbursement for legal and other fees and disbursements expenses incurred in advance of counsel and the final disposition of any claim, action, suit, proceeding or investigation to each Indemnified Party), judgments, fines, losses, claims, liabilities fines and amounts paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses incurred by such Indemnified Party in connection with such person's serving claim, action, suit, proceeding or investigation. Parent shall, or shall cause the Surviving Corporation to, promptly advance all out-of-pocket expenses of each Indemnified Party in connection with any such claim, action, suit, proceeding or investigation as such expenses (including reasonable attorneys’ fees and disbursements) are incurred upon receipt from such Indemnified Party of a trustee request therefor; provided (if and to the extent required by the DGCL or other fiduciary in any entity if applicable Law) that such service was at the request or for the benefit of the Company or any of its subsidiaries) to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking undertakes to repay such advance amount if it is ultimately determined that such party Indemnified Party is not entitled to indemnificationbe indemnified under the DGCL or other applicable Law with respect to such claim, action, suit, proceeding or investigation. Notwithstanding In the foregoingevent any claim, an Indemnifying Party action, suit, proceeding or investigation is brought against any Indemnified Party, Parent and the Surviving Corporation shall not be liable for any settlement each use all commercially reasonable efforts to assist in the vigorous defense of such matter, provided that neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any claim effected judgment in any claim, action, suit, proceeding or investigation (and in which indemnification could be sought by such Indemnified Party hereunder) without the prior written consent of such Indemnifying Indemnified Party if and to the extent the claimant seeks any non-monetary relief from such Indemnified Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in the defense of any such matter.

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitations, from and after the consummation of the Offer, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from From and after the Effective TimeTime and until the sixth anniversary of the Effective Time and for so long thereafter as any claim for indemnification asserted on or prior to such date has not been fully adjudicated, Parent and Surviving Corporation shall, DA shall indemnify, defend and hold harmless each Person who is now, or has been at any time prior to the present and former officers and directors Effective Date or who becomes prior to the Effective Time, a director or officer of ComSovereign or DA (collectively, the Company and its Subsidiaries (each an "INDEMNIFIED PARTY"“Indemnified Parties”) against all losses, claims, damages, liabilities, fees, penalties costs and expenses (including reasonable fees and disbursements of counsel and attorneys’ fees), Liabilities, judgments, fines, losses, claims, liabilities fines and settlement amounts that are paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses incurred in connection with any Legal Action (whether civil, criminal, administrative or investigative and whether asserted or claimed prior to, at or after the Effective Time) that are based directly or indirectly (in whole or in part) on, or arises directly or indirectly (in whole or in part) out of, the fact that such person's serving Indemnified Party is or was a director or officer of ComSovereign or DA, as a trustee the case may be, and relates to or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense arises out of any action or suit omission occurring at or prior to the Effective Time (including in connection with this Agreement or any of the Contemplated Transactions) (“Indemnified Liabilities”) to the fullest extent permissible under applicable Law; provided that DA shall not be liable for any Indemnified Liabilities which occur as a result of fraud or the unlawful criminal actions, gross negligence or willful misconduct of any Indemnified Party or exceed the scope of similar obligations owed by DA to its directors and officers as of the Effective Time. Without limiting the foregoing, in the event that any such Legal Action is brought against any Indemnified Party (whether arising prior to or after the Effective Time), DA will pay expenses in advance to each Indemnified Party or promptly after statements therefor reimburse each Indemnified Party for such expenses as such expenses are received incurred to the fullest extent permitted by lawapplicable Law; provided that the Indemnified Party Person to whom expenses are advanced provides an any undertaking required by applicable Law to repay such advance if it is ultimately determined in a final, non-appealable judgment of a court of competent jurisdiction that such party Person is not entitled to indemnification. Notwithstanding the foregoingAny Indemnified Party wishing to claim indemnification under this Section 4.1, an Indemnifying Party shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in the defense upon learning of any such matterLegal Action, shall notify DA, but the failure so to notify DA shall not relieve DA from any Liability which it may have under this paragraph except to the extent such failure actually and materially prejudices DA.

Directors’ and Officers’ Indemnification and Insurance. (a) Until After the expiration of all applicable statutes of limitations, from and after the consummation of the OfferClosing Date, the Company shall and Parent shall cause the Company (or any successor Buyer shall, to the Company) tofullest extent permitted under applicable law or under the Buyer's, and from and after as the Effective Timecase may be, Parent and Surviving Corporation shallarticles of incorporation or bylaws, indemnify, defend indemnify and hold harmless the harmless, each present and former officers and directors employee of the Company and Seller or any of its Subsidiaries subsidiaries (each an a "INDEMNIFIED PARTYPotential Indemnified Party") against all losses, claims, damages, liabilities, fees, penalties and any reasonable costs or expenses (including reasonable fees and disbursements of counsel and attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (collectively, "Losses"), arising out of actions or pertaining to any action or omission by such party within the scope of such employee's official capacity with the Seller occurring during the term of the MA (including without limitation, the transactions contemplated by this Agreement) for a period of three years after the date hereof and related to the matters governed by the MA, provided, however, that the Buyer shall not be required to indemnify or hold harmless any Potential Indemnified Party (i) for any Losses arising out of or pertaining to any acts or omissions occurring at of such Potential Indemnified Party determined in any judicial proceeding to be intentional misconduct or before a knowing violation of law, or with respect to which it is determined in any judicial proceeding that such Potential Indemnified Party personally received a benefit in money, property or services to which such Potential Indemnified Party is not legally entitled; (ii) to the consummation extent that the Buyer determines in good faith that it would not indemnify or hold harmless any similarly situated employee of the Offer) (including losses incurred in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company Buyer or any of its subsidiarieswholly-owned subsidiaries under similar circumstances; or (iii) to the full extent that the Buyer reasonably determines that the Potential Indemnified Party did not reasonably believe that the action or omission in question was in the Buyer's best interest. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Closing Date), (A) the Buyer shall be permitted by the DGCL, such right to include the right select counsel of its choosing to advancement of expenses incurred in conduct the defense of any action such claim, action, suit, proceeding or suit investigation, (B) after the Closing Date, the Buyer shall pay the reasonable fees and expenses of such counsel, promptly after statements therefor are received to unless the fullest extent permitted by law; provided Buyer determines that one or more of the circumstances described in any of (i) through (iii) of the previous sentence is present, and (C) the Buyer and the Potential Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in the defense of any such matter.

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitations, from From and after the consummation of the OfferClosing Date, the Company shall Purchaser will and Parent shall will cause the Company Companies to (or any successor to the Companyi) to, and from and after the Effective Time, Parent and Surviving Corporation shall, indemnify, defend indemnify and hold harmless (and release from any liability to Purchaser or the present and former officers and directors Companies) each Person who on or prior to the Closing Date was a director, manager, or officer of the any Company and its Subsidiaries (each each, an "INDEMNIFIED PARTY"“Indemnitee”) against and from all (A) attorneys’ fees and all other costs, charges, and expenses (collectively, “D&O Expenses”) paid or incurred in connection with investigating, defending, being a witness in, participating in (including on appeal), or preparing to defend, be a witness in, or participate in any threatened, pending, or completed Action based on, arising out of, or relating to the fact that such Person is or was a director, manager, or officer, of any Company arising out of acts or omissions occurring on or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the transactions contemplated thereby) (a “D&O Indemnifiable Claim”) and (B) losses, claims, damages, liabilities, fees, penalties and expenses (including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and or amounts paid in settlement arising out (collectively, “D&O Costs”) in respect of actions or omissions occurring at or before the consummation any D&O Indemnifiable Claim and (ii) pay on an as-incurred basis all D&O Expenses in advance of the Offer) (including losses incurred in connection with such person's serving as a trustee or other fiduciary in final disposition of any entity if such service was at Action that is the request or for the benefit subject of the Company or any of its subsidiaries) to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by lawindemnification; provided that the Indemnified Party Person to whom expenses such D&O Expenses are to be advanced provides an undertaking to repay such advance advances if it is ultimately determined that such party Person is not entitled to indemnification. Notwithstanding anything in this Agreement to the foregoingcontrary, an Indemnifying Party shall not be liable for the obligations of Purchaser and Companies under this Section 6.5 with respect to any settlement Action will continue in effect until the final resolution of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in the defense of any such matterAction.

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitations, from and after the consummation of the Offer, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from From and after the Effective TimeTime through the sixth (6th) anniversary of the date on which the Effective Time occurs, Parent and the Surviving Corporation shall, indemnify, defend will jointly and severally indemnify and hold harmless the present each director and former officers and directors officer of the Company and its Subsidiaries at or prior to the Effective Time (each an "INDEMNIFIED PARTY"the “D&O Indemnified Parties”) against with respect to all claims, liabilities, losses, claims, damages, liabilitiesjudgments, feesfines, penalties penalties, costs (including amounts paid in settlement or compromise) and expenses (including reasonable fees and disbursements expenses of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offerlegal counsel) (including losses incurred in connection with such person's serving as any Proceeding, whenever asserted, based on or arising out of, in whole or in part, (i) the fact that a trustee D&O Indemnified Party was a director, officer, employee or other fiduciary in any entity if such service was at the request or for the benefit agent of the Company or any of its subsidiariesSubsidiaries, or (ii) acts or omissions by such D&O Indemnified Party in the D&O Indemnified Party’s capacity as a director, officer, employee or agent of the Company or a Subsidiary of the Company or taken at the request of the Company or a Subsidiary of the Company (including in connection with serving at the request of the Company or such Subsidiary as a director, officer, employee agent, trustee or fiduciary of another Person), in each case under (i) or (ii), at, or at any time before, the Effective Time (including any Proceeding relating in whole or in part to the full extent permitted by Merger or the DGCL, such enforcement of this provision or any other indemnification or advancement right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received D&O Indemnified Party), to the fullest extent permitted or required by law; provided applicable Law. For the avoidance of doubt, in no event will Parent have any obligations or liabilities to D&O Indemnified Parties under this Section 5.6(a), other than those obligations or liabilities that the Surviving Corporation will have to D&O Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in the defense of any such matterParties under this Section 5.6(a).

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitations, from and after the consummation of the Offer, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from From and after the Effective Time, Parent and the Surviving Corporation shall, shall indemnify, defend and hold harmless each Person who is now, or has been at any time prior to the present and former officers and directors date of this Agreement or who becomes prior to the Company and Effective Time, an officer or director of Pierce Leahy or any of its Subsidiaries (each an collectively, the "INDEMNIFIED PARTYIndemnifxxx Xxxxxxx") against all lossesClaims or amounts that, claimswith the approval of the Surviving Corporation as to settlements only, damages, liabilities, fees, penalties and expenses (including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts are paid in settlement of or otherwise in connection with any Claim 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 Pierce Leahy or any of its Subsidiaries and pertaining to any mattex xxxxxxxx or arising out of actions or omissions occurring at or before prior to the consummation Effective Time (including, without limitation, any Claims arising out of this Agreement, the Merger or any Transaction), whether asserted or claimed prior to, at or after the Effective Time, in each case to the fullest extent currently provided under Pierce Leahy's or the applicable Subsidiary's Organic Documents (but xxxx xx xxe extent permitted under Applicable Law), and shall pay any expenses, as incurred, in advance of the Offer) (including losses incurred in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense final disposition of any such action or suit promptly after statements therefor are received proceeding to each Indemnified Party to the fullest extent permitted by law; provided that under Applicable Law, upon receipt from the Indemnified Party to whom expenses are advanced provides of an undertaking to repay such advance if it is ultimately determined that such party is not entitled advances to indemnificationthe extent required under Applicable Law. Notwithstanding Without limiting the foregoing, an Indemnifying in the event any such Claim is brought against any of the Indemnified Parties, such Indemnified Parties may retain counsel (including local counsel) satisfactory to them and which shall be reasonably satisfactory to the Surviving Corporation, and the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for such Indemnified Parties. The Indemnified Parties as a group shall retain only one law firm (plus appropriate local counsel) to represent them with respect to each such Claim unless there is, as determined by counsel to the Indemnified Parties, under applicable standards of professional conduct, a conflict or a reasonable likelihood of a conflict on any significant issue between the positions of any two or more Indemnified Parties, in which event such Indemnified Party shall not be liable for any settlement entitled to retain separate legal counsel at the expense of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in the defense of any such matterSurviving Corporation.

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitations, from and after the consummation of the Offer, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from From and after the Effective Time, Parent shall cause the Surviving Corporation to, and Surviving the Survivng Corporation shall, indemnify, defend and hold harmless harmless, to the present fullest extent permitted by Law to indemnify its own directors and former officers and directors officers, each person who is now, or has been at any time prior to the date of this Agreement or who becomes such prior to the Effective Time, an officer or director of the Company and or any of its Subsidiaries subsidiaries (each an "INDEMNIFIED PARTY"the “Indemnified Parties”) against (i) any and all losses, claims, damages, liabilitiescosts, fees, penalties and expenses (including reasonable fees and disbursements of counsel and judgmentsexpenses, fines, lossesliabilities or judgments, claims, liabilities and including any amounts that are paid in settlement arising out of actions or omissions occurring at or before with the consummation approval of the OfferSurviving Corporation (which approval shall not be unreasonably withheld or delayed) (including losses incurred of or in connection with any Action based in whole or in part on or arising in whole or in part out of the fact that such person's serving as person is or was a trustee director or other fiduciary in any entity if such service was at the request or for the benefit officer of the Company or any of its subsidiaries) subsidiaries whether pertaining to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received omission existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, or at or after, the Effective Time (“Indemnified Liabilities”), and (ii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby. The Surviving Corporation will pay all expenses of each Indemnified Party in advance of the final disposition of any such Action to the fullest extent permitted by law; provided that the Indemnified Party Law to whom advance such expenses are advanced provides upon receipt of an undertaking to repay such advance advances if it is ultimately determined in accordance with applicable Law that such party Indemnified Party is not entitled to indemnification. Notwithstanding Without limiting the foregoing, an Indemnifying in the event any Action is brought against any Indemnified Party (whether arising before or after the Effective Time): (i) the Indemnified Parties may retain counsel satisfactory to them and reasonably satisfactory to the Surviving Corporation; (ii) the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; and (iii) the Surviving Corporation shall use its reasonable best efforts to assist in the vigorous defense of any such matter; provided, that the Surviving Corporation shall not be liable for any settlement of any claim Action effected without such Indemnifying Party's its written consent, which consent shall not be unreasonably withheldwithheld or delayed. Parent will cooperate in the defense Any Indemnified Party wishing to claim indemnification under this Section 6.06, upon learning of any such matterAction shall notify the Surviving Corporation (but the failure so to notify the Surviving Corporation shall not relieve the Surviving Corporation from any liability which it may have under this Section 6.06 except to the extent such failure materially prejudices the Surviving Corporation), and shall deliver to the Surviving Corporation an undertaking of the kind described above. The Indemnified Parties as a group may retain only one law firm (in addition to local counsel in each applicable jurisdiction if reasonably required) to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties.

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitations, from and after the consummation of the Offer, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation shalland each of its Subsidiaries to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the present fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and former officers and directors customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person who is now, or has been at any time prior to the Effective Time or who becomes prior to the Effective Time, a director or officer of the Company and or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company or any such Subsidiary (each an "INDEMNIFIED PARTY"“Indemnified Party”) from and against any and all losses, claims, damages, liabilities, fees, penalties and costs or expenses (including reasonable fees attorneys’ fees, expenses and disbursements of counsel and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law), action, audit, demand, suit, other Proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative or other Proceeding at law or in equity or order or ruling, by reason of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of actions or pertaining to the Merger and the other transactions contemplated hereby, whether asserted or claimed prior to, at or after the Effective Time. Parent and the Surviving Corporation shall cooperate with any Indemnified Party in the defense of any matter covered by this ‎Section 6.8. Without limitation of the foregoing or any other provision of this ‎Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or before prior to the consummation Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the Offercertificate of incorporation or bylaws (or comparable organizational documents) (including losses incurred in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) to the full extent permitted by the DGCL, Subsidiaries or in any indemnification agreement between such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding and the foregoingCompany or any of its Subsidiaries, an Indemnifying Party shall survive the Merger, be honored by Parent, the Surviving Corporation and its Subsidiaries and continue in full force and effect, and shall not be liable for amended, repealed or otherwise modified in any settlement of manner that would adversely affect any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in the defense right thereunder of any such matterIndemnified Party.

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration For a period of all applicable statutes of limitations, from and after the consummation of the Offer, the Company shall and Parent shall cause the Company six (or any successor to the Company6) to, and from and years after the Effective Time, Parent and Surviving Corporation shall, Juniata shall indemnify, defend and hold harmless each person who is now, or who has been at any time before the present and former officers and directors date hereof or who becomes before the Effective Time, an officer, director or employee of Liverpool (the Company and its Subsidiaries (each an "INDEMNIFIED PARTY"“Indemnified Parties”) against all losses, claims, damages, liabilitiescosts, fees, penalties and expenses (including reasonable fees and disbursements of counsel and judgments, fines, losses, claimsattorney’s fees), liabilities and or judgments or amounts that are paid in settlement arising out (which settlement shall require the prior written consent of actions or omissions occurring at or before the consummation of the Offer) (including losses incurred in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consentJuniata, which consent shall not be unreasonably withheld, conditioned or delayed) of or in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, or administrative (each a “Claim”), in which an Indemnified Party is, or is threatened to be made, a party or witness in whole or in part or arising in whole or in part out of the fact that such person is or was a director, officer or employee of Liverpool if such Claim pertains to any matter of fact arising, existing or occurring at or before the Effective Time (including, without limitation, the Merger and the other transactions contemplated hereby), regardless of whether such Claim is asserted or claimed before, or after, the Effective Time, to the fullest extent as would have been permitted by Liverpool under the PBC and under Liverpool’s articles of incorporation and bylaws. Parent will cooperate Juniata shall pay expenses in advance of the defense final disposition of any such matteraction or proceeding to each Indemnified Party to the fullest extent as would have been permitted by Liverpool under the PBC and under Liverpool’s articles of incorporation and bylaws, upon receipt of an undertaking to repay such advance payments if such Indemnified Party shall be adjudicated or determined to be not entitled to indemnification in the manner set forth below. Any Indemnified Party wishing to claim indemnification under this subsection upon learning of any Claim, shall notify Juniata (but the failure so to notify Juniata shall not relieve it from any liability that it may have under this subsection, except to the extent such failure materially prejudices Juniata) and shall deliver to Juniata the undertaking referred to in the previous sentence.

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitations, from and after the consummation of the Offer, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from and after 7.9.1. After the Effective Time, Parent and Surviving Corporation shall, BMBC shall indemnify, defend and hold harmless each person who is now, or who has been at any time before the present and former officers and directors date hereof or who becomes before the Effective Time, an officer or director of FKF or an FKF Subsidiary (the Company and its Subsidiaries (each an "INDEMNIFIED PARTY"“Indemnified Parties”) against all losses, claims, damages, liabilitiescosts, fees, penalties and expenses (including reasonable fees and disbursements of counsel and judgments, fines, losses, claimsattorney’s fees), liabilities and or judgments or amounts that are paid in settlement arising out (which settlement shall require the prior written consent of actions or omissions occurring at or before the consummation of the Offer) (including losses incurred in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consentBMBC, which consent shall not be unreasonably withheld) of or in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, or administrative (each a “Claim”), in which an Indemnified Party is, or is threatened to be made, a party or witness in whole or in part or arising in whole or in part out of the fact that such person is or was a director or officer of FKF or an FKF Subsidiary if such Claim pertains to any matter of fact arising, existing or occurring at or before the Effective Time (including, without limitation, the Merger and the other transactions contemplated hereby), regardless of whether such Claim is asserted or claimed before, or after, the Effective Time, to the fullest extent as would have been permitted by FKF under the PBCL and under FKF’s articles of incorporation and bylaws or equivalent governing documents of any FKF Subsidiary, as applicable, in each case as in effect on the date hereof. Parent will cooperate BMBC shall pay expenses in advance of the defense final disposition of any such matteraction or proceeding to each Indemnified Party to the fullest extent as would have been permitted by FKF under the PBCL and under FKF’s articles of incorporation and bylaws, upon receipt of an undertaking to repay such advance payments if such Indemnified Party shall be adjudicated or determined to be not entitled to indemnification in the manner set forth below. Any Indemnified Party wishing to claim indemnification under this Section 7.9.1 upon learning of any Claim, shall notify BMBC (but the failure so to notify BMBC shall not relieve it from any liability which it may have under this Section 7.9.1, except to the extent such failure prejudices BMBC) and shall deliver to BMBC the undertaking referred to in the previous sentence. Without limiting the foregoing, in any case in which approval by BMBC, one of its Subsidiaries or the board of directors thereof is required to effect any indemnification, at the election of the Indemnified Party, the determination of any such approval shall be made by a majority of the independent directors then in office or, if no such directors are then in office, by independent counsel mutually agreed upon between BMBC and the Indemnified Party.

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitations, from and after the consummation of the Offer, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation shalland each of its Subsidiaries to, jointly and severally, to the fullest extent permitted by Law (including to the fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement that increase the extent to which indemnification may be provided), indemnify, defend and hold harmless (and promptly advance expenses from time to time as incurred to the present fullest extent permitted by Law; provided the Person to whom expenses are advanced provides a reasonable and former officers and directors customary undertaking (which shall not include posting of any collateral) to repay such advances, if it is ultimately determined that such Person is not entitled to indemnification) each Person who is now, or has been at any time prior to the Effective Time or who becomes prior to the Effective Time, a director or officer of the Company and or any of its Subsidiaries and any Person acting as director, officer, trustee, fiduciary, employee or agent of another Person (including any Company Benefit Plan) who is or has acted as such at the request of the Company or any such Subsidiary (each an "INDEMNIFIED PARTY"“Indemnified Party”) from and against any and all losses, claims, damages, liabilities, fees, penalties and costs or expenses (including reasonable fees attorneys’ fees, expenses and disbursements of counsel and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement or incurred in connection with any actual or threatened claim (including a claim of violation of applicable Law), action, audit, demand, suit, other Proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative or other Proceeding at law or in equity or order or ruling, by reason of the fact that the Indemnified Party is or was a director or officer of the Company or its Subsidiaries or is or was a director, officer, trustee, fiduciary, employee or agent of another Person at the request of the Company, including the approval of this Agreement and the Merger and the other transactions contemplated hereby or arising out of actions or pertaining to the Merger and the other transactions contemplated hereby, whether asserted or claimed prior to, at or after the Effective Time. Parent and the Surviving Corporation shall cooperate with any Indemnified Party in the defense of any matter covered by this Section 6.8. Without limitation of the foregoing or any other provision of this Section 6.8, Parent and the Company agree that all rights to indemnification and exculpation from liability for acts or omissions occurring at or before prior to the consummation Effective Time and the rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party, whether provided in the Offercertificate of incorporation or bylaws (or comparable organizational documents) (including losses incurred in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) to the full extent permitted by the DGCL, Subsidiaries or in any indemnification agreement between such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding and the foregoingCompany or any of its Subsidiaries, an Indemnifying Party shall survive the Merger, be honored by Parent, the Surviving Corporation and its Subsidiaries and continue in full force and effect, and shall not be liable for amended, repealed or otherwise modified in any settlement of manner that would adversely affect any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in the defense right thereunder of any such matterIndemnified Party.

Directors’ and Officers’ Indemnification and Insurance. (a) Until In the expiration event of all applicable statutes any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any person who is now, or has been at any time prior to the date of limitationsthis Agreement, from and after or who becomes prior to the consummation Effective Time, a director, officer, agent or employee of the Offer, the Company shall and Parent shall cause the Company (Seller or any successor of its Subsidiaries (the “Indemnified Parties”) is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the Companyfact that he is or was a director, officer, agent or employee of the Seller, any of the Seller’s Subsidiaries or any of their respective predecessors or (ii) tothis Agreement or the other Transaction Documents or any of the transactions contemplated hereby or thereby, and from and whether in any case asserted or arising before or after the Effective Time, Parent the parties hereto agree to cooperate and Surviving Corporation shalluse their reasonable best efforts to defend against and respond thereto. It is understood and agreed that after the Effective Time, indemnify, defend the Buyer shall indemnify and hold harmless harmless, as and to the present and former officers and directors of the Company and its Subsidiaries (fullest extent permitted by law, each an "INDEMNIFIED PARTY") such Indemnified Party against all any losses, claims, damages, liabilities, feescosts, penalties and expenses (including reasonable attorneys’ fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid expenses in settlement arising out of actions or omissions occurring at or before the consummation advance of the Offer) (including losses incurred in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense final disposition of any action claim, suit, proceeding or suit promptly after statements therefor are received investigation to each Indemnified Party to the fullest extent permitted by law upon receipt of any undertaking required by applicable law), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether asserted or arising before or after the Effective Time), the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with the Buyer; provided, however, that (w) the Buyer shall have the right to assume the defense thereof (provided that the Buyer confirms in writing to the Indemnified Party its obligations to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that indemnify such party to the fullest extent permitted by law and provided the Buyer is at least “adequately capitalized” as defined in the relevant prompt corrective action regulations) and upon such assumption the Buyer shall not entitled be liable to indemnification. Notwithstanding any Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by any Indemnified Party in connection with the foregoingdefense thereof, an Indemnifying Party except that if the Buyer elects not to assume such defense or counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are issues which raise conflicts of interest between the Buyer and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with the Buyer, and the Buyer shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties, (x) the Buyer shall be obligated pursuant to this paragraph to pay for only one firm of counsel for all Indemnified Parties, unless the proposed counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are issues which raise conflicts of interest among such parties, in which case the Buyer shall pay the reasonable fees and expenses of one additional counsel to the extent necessary to avoid such conflict, (y) the Buyer shall not be liable for any settlement of any claim effected without such Indemnifying Party's its prior written consent, consent (which consent shall not be unreasonably withheld. Parent will cooperate ), and (z) the Buyer shall have no obligation under this Section 6.7(a) to any Indemnified Party when and if, and only to the extent, a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that indemnification of such Indemnified Party in the defense manner contemplated hereby is prohibited by applicable law. Any Indemnified Party wishing to claim Indemnification under this Section 6.7, upon learning of any such matterclaim, action, suit, proceeding or investigation, shall notify the Buyer thereof, provided, that the failure to so notify shall not affect the obligations of the Buyer under this Section 6.7 except to the extent such failure to notify materially prejudices the Buyer. The Buyer’s obligations under this Section 6.7 shall continue in full force and effect for a period of six (6) years from the Effective Time; provided, however, that all rights to indemnification in respect of any claim asserted or made within such period shall continue until the final disposition of such claim. Notwithstanding the foregoing, all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of any Indemnified Party as provided in their respective certificates or articles of incorporation or by-laws (or comparable organizational documents), and any existing indemnification agreements set forth in Section 6.7 of the Seller Disclosure Schedule, shall survive the Merger and shall continue in full force and effect in accordance with their terms, and shall not be amended, repealed or otherwise modified for a period of six (6) years after the Effective Time in any manner that would adversely affect the rights thereunder of such individuals for acts or omissions occurring at or prior to the Effective Time or taken at the request of Buyer pursuant to Section 6.8 hereof.

Directors’ and Officers’ Indemnification and Insurance. (a) Until Without limiting any additional rights that any employee may have under any employment agreement or Company Plan as in effect on the expiration of all applicable statutes of limitationsdate hereof and which has previously been made available to Parent, from and after the consummation Effective Time through the sixth anniversary of the Offerdate on which the Effective Time occurs, the Company shall and Parent shall cause the Company (or any successor to the Company) Surviving Corporation to, (and from in the event the coverage under the directors’ and after officers’ liability insurance policies referred to in this Section 6.7 have been fully paid by all applicable carriers or is otherwise not longer available, Parent shall) indemnify and hold harmless each present (as of the Effective Time, Parent and Surviving Corporation shall, indemnify, defend and hold harmless the present ) and former officers officer and directors director of the Company and its Subsidiaries subsidiaries (each an "INDEMNIFIED PARTY") the “Indemnified Parties”), against all claims, losses, claimsliabilities, damages, liabilitiesjudgments, inquiries, fines and reasonable fees, penalties costs and expenses (expenses, including reasonable attorneys’ fees and disbursements of counsel and judgmentsdisbursements, fines, losses, claims, liabilities and amounts paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses incurred in connection with such person's serving as a trustee any claim, action, suit, proceeding or other fiduciary in any entity if such service investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that an Indemnified Party is or was at the request an officer or for the benefit director of the Company or any of its subsidiariessubsidiaries or is or was serving at the request of the Company or any of its subsidiaries as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise or non-profit entity or (ii) matters existing or occurring at or prior to the full Effective Time (including this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by under applicable law. In the DGCLevent of any such claim, such right to include the right action, suit, proceeding or investigation, (A) each Indemnified Party will be entitled to advancement of expenses incurred in the defense of any action claim, action, suit, proceeding or suit promptly after statements therefor are received to investigation from the fullest extent permitted Surviving Corporation within ten (10) Business Days of receipt by lawthe Surviving Corporation from the Indemnified Party of a request therefor; provided that the Indemnified Party any person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent then required by the DGCL, to repay such advance advances if it is ultimately determined that such party person is not entitled to indemnification. Notwithstanding , (B) neither Parent nor the foregoingSurviving Corporation shall settle, an Indemnifying Party shall not be liable for any settlement compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim effected without (and in which indemnification could be sought by such Indemnifying Party's written consentIndemnified Party hereunder), which unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Party otherwise consents, and (C) the Surviving Corporation shall not be unreasonably withheld. Parent will cooperate in the defense of any such matter.

Directors’ and Officers’ Indemnification and Insurance. (a) Until From the expiration of all applicable statutes of limitations, from and after Effective Time through the consummation sixth anniversary of the Offerdate on which the Effective Time occurs, the Company Surviving Corporation and Parent, jointly and severally, shall indemnify and Parent shall cause the Company (or any successor hold harmless, as and to the Company) tofull extent permitted by applicable Law, and from and after any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, Parent and Surviving Corporation shall, indemnify, defend and hold harmless the present and former officers and directors a director or officer of the Company or any Subsidiary (each, an “Indemnified Party” and its Subsidiaries (each an "INDEMNIFIED PARTY"collectively, the “Indemnified Parties”) against all any losses, claims, damages, liabilities, feescosts, penalties and expenses (including reasonable attorneys’ fees and disbursements of counsel and expenses), judgments, fines, losses, claims, liabilities fines and amounts paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses incurred in connection with any such person's serving as threatened or actual claim, action, suit, demand, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (collectively, the “Claims”) (whether asserted or claimed before or after the Effective Time), arising out of, or pertaining to (i) the fact that he or she is or was a trustee director or other fiduciary in any entity if such service was at the request or for the benefit officer of the Company or any Subsidiary, or is or was serving at the request of its subsidiariesthe Company or any Subsidiary as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or (ii) the negotiation, execution or performance of this Agreement, any agreement or document contemplated hereby or delivered in connection herewith, or any of the transactions contemplated hereby or thereby. Whether in any case asserted or arising at or before or after the Effective Time, the parties agree to cooperate and use their reasonable best efforts to defend against and respond thereto. The Surviving Corporation shall have the full extent permitted by the DGCL, such right to include control the right defense of any Claim covered under this Section 6.6(a). Each Indemnified Party will be entitled to advancement of expenses incurred in the defense of any action or suit promptly such Claim, from the Surviving Corporation within thirty (30) days of receipt by the Surviving Corporation from the Indemnified Party of a request therefor and if required by law shall provide to the Surviving Corporation an undertaking by such Indemnified Party to repay such advanced expenses if it shall ultimately be determined that such person is not entitled to be indemnified pursuant to this Section 6.6(a). The Indemnified Parties may retain counsel satisfactory to them, and the Company, and after the Effective Time, Parent and the Surviving Corporation shall pay all fees and expenses of such counsel for the Indemnified Parties within 30 days after statements therefor are received received, and the Company, and after the Effective Time, Parent and the Surviving Corporation will use their respective reasonable best efforts to the fullest extent permitted by law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate assist in the vigorous defense of any such matter; provided, further, that the Company, the Surviving Corporation and Parent shall indemnify each Indemnified Party unless and until a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that indemnification by such entities of such Indemnified Party in the manner contemplated hereby is prohibited by applicable Law. Any Indemnified Party wishing to claim indemnification under this Section 6.6(a), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify the Company and, after the Effective Time, the Surviving Corporation and Parent thereof; provided, however, that the failure to so notify shall not affect the obligations of the Company, the Surviving Corporation and Parent except to the extent, if any, such failure to promptly notify materially prejudices such party.

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitationsWithout limiting any additional rights that any employee may have under any employment agreement or Plan, from and after the consummation Effective Time through the sixth anniversary of the Offerdate on which the Effective Time occurs, the Company Parent shall and Parent shall cause the Company Surviving Corporation to indemnify and hold harmless each present (or any successor as of immediately prior to the Company) to, and from and after the Effective Time, Parent and Surviving Corporation shall, indemnify, defend and hold harmless the present ) and former officers and directors officer, director or employee of the Company and its Subsidiaries (each an "INDEMNIFIED PARTY") the “D&O Indemnified Parties”), against all claims, losses, claimsliabilities, damages, liabilitiesjudgments, inquiries, fines and reasonable fees, penalties costs and expenses (expenses, including reasonable attorneys’ fees and disbursements of counsel and judgments(collectively, fines“Costs”), losses, claims, liabilities and amounts paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses incurred in connection with such person's serving as a trustee any claim, action, suit, proceeding or other investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the D&O Indemnified Party is or was an officer, director, employee, fiduciary in any entity if such service was at the request or for the benefit agent of the Company or any of its subsidiaries) Subsidiaries at or prior to the full Effective Time or (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement, the Merger and the other transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by under applicable Law (the DGCL“D&O Indemnity”). In the event of any such claim, such right to include the right action, suit, proceeding or investigation, (x) each D&O Indemnified Party will be entitled to advancement of expenses incurred in the defense of any action claim, action, suit, proceeding or suit promptly after statements therefor are received to investigation from Parent or the fullest extent permitted Surviving Corporation within ten (10) Business Days of receipt by lawParent from the D&O Indemnified Party of a request therefor; provided that the Indemnified Party any person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by the DGCL or the Company’s organizational documents, to repay such advance advances if it is ultimately determined that such party person is not entitled to indemnification. Notwithstanding , (y) neither Parent nor the foregoingSurviving Corporation shall settle, an Indemnifying Party shall not be liable for any settlement compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim effected without (and in which indemnification could be sought by such Indemnifying Party's written consentD&O Indemnified Party hereunder), which unless such settlement, compromise or consent includes an unconditional release of such D&O Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Party otherwise consents, and (z) the Surviving Corporation shall not be unreasonably withheld. Parent will cooperate in the defense of any such matter. At any time following the Closing, Parent may replace the D&O Indemnity by obtaining, maintaining and fully paying for irrevocable “tail” insurance policies with substantially the same scope as the D&O Indemnity, naming the D&O Indemnified Parties as direct beneficiaries with a claims period of at least six (6) years from the Closing Date, the cost of which shall be borne by Parent. The Parent shall not, and shall cause the Surviving Corporation and its Subsidiaries not to, cancel or change any such insurance policies in any respect.

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitations, from and after the consummation of the Offer, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from From and after the Effective Time, Parent and the Surviving Corporation shall, and Pensare shall cause the Surviving Corporation and its Subsidiaries to, indemnify, defend and hold harmless each person who is now, or has been at any time prior to the present and former officers and directors of date hereof or who becomes prior to the Company and its Subsidiaries (each Closing Date, an "INDEMNIFIED PARTY") against all losses, claims, damages, liabilities, fees, penalties and expenses (including reasonable fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement arising out of actions officer or omissions occurring at or before the consummation of the Offer) (including losses incurred in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit director of the Company or any of its subsidiariesSubsidiaries (the “D&O Indemnified Parties”) against any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs and expenses (including reasonable attorneys’ fees, costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) arising out of or relating to any threatened or actual Action based in whole or in part on or arising out of or relating in whole or in part to the fact that such person is or was a director or officer of the Company or any of its Subsidiaries, whether pertaining to any matter existing or occurring at or prior to the Closing Date and whether asserted or claimed prior to, or at or after, the Closing Date (the “D&O Indemnified Liabilities”), including all D&O Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or relating to this Agreement or the Transactions, in each case to the full extent permitted by under applicable Law (and the DGCLSurviving Corporation shall, and Pensare shall cause the Surviving Corporation and its Subsidiaries to, pay expenses in advance of the final disposition of any such right action or proceeding to include each D&O Indemnified Party). Any D&O Indemnified Party wishing to claim indemnification under this Section 7.07 shall notify the right Surviving Corporation upon learning of any such Action (but the failure so to advancement notify shall not relieve a party from any liability which it may have under this Section 7.07 except to the extent such failure prejudices such party). The parties agree that all rights to indemnification hereunder, including provisions relating to advances of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in the defense of any such matteraction or suit, existing in favor of the D&O Indemnified Parties with respect to matters occurring through the Closing Date shall continue in full force and effect for a period of not less than six years from the Closing Date; provided, however, that all rights to indemnification in respect of any D&O Indemnified Liabilities asserted or made within such period shall continue until the disposition of such D&O Indemnified Liabilities.

Directors’ and Officers’ Indemnification and Insurance. (a) Until Without limiting any additional rights that any director or officer may have under any employment or indemnification agreement in effect on the expiration of all applicable statutes of limitationsdate hereof, from and after the consummation Effective Time through the sixth (6th) anniversary of the Offer, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from and after date on which the Effective TimeTime occurs, Parent and the Surviving Corporation (the “Indemnitors”) shall, indemnify, defend : (i) indemnify and hold harmless each person who is at the present and former officers and directors date of this Agreement or during the Company and its Subsidiaries (each an "INDEMNIFIED PARTY") against all losses, claims, damages, liabilities, fees, penalties and expenses (including reasonable fees and disbursements period from the date of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement arising out of actions or omissions occurring at or before this Agreement through the consummation of the Offer) (including losses incurred in connection with such person's Closing Date serving as a trustee director or other fiduciary in any entity if such service was at the request or for the benefit officer of the Company or any of its subsidiariesSubsidiaries (collectively, the “Indemnified Parties”) to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent authorized or permitted by applicable law; provided , as now or hereafter in effect, in connection with any Claim and any judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such judgments, fines, penalties or amounts paid in settlement) resulting therefrom, and (ii) promptly pay on behalf of or, within thirty (30) days after any request for advancement, advance (provided, however, that the Indemnified Party person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable law) to each of the Indemnified Parties, to the fullest extent authorized or permitted by applicable law, as now or hereafter in effect, any Expenses incurred in defending, serving as a witness with respect to or otherwise participating in any Claim in advance if it is ultimately determined that of the final disposition of such party is not entitled Claim, including payment on behalf of or advancement to indemnification. Notwithstanding the foregoing, an Indemnifying Indemnified Party shall not be liable for any settlement of any claim effected Expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement, in each case without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in the defense requirement of any bond or other security. The indemnification and advancement obligations of the Indemnitors pursuant to this Section 7.12(a) shall extend to acts or omissions occurring at or before the Effective Time and any Claim relating thereto (including with respect to any acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Transactions, including the consideration and approval thereof and the process undertaken in connection therewith and any Claim relating thereto), and all rights to indemnification and advancement conferred hereunder shall continue as to a person who continues to be or who has ceased to be a director or officer of the Company or any of its Subsidiaries after the date of this Agreement and shall inure to the benefit of such matter.person’s heirs, executors and personal and legal Representatives. As used in this Section 7.12(a): (A) the term “

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitations, from and after the consummation of the Offer, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from From and after the Effective Time, Parent and the Surviving Corporation Company shall, indemnifyand Parent shall cause the Surviving Company to, defend indemnify and hold harmless the each present and former officers director and directors officer of the Company or any of its subsidiaries and any person who becomes a director or officer of the Company or any of its Subsidiaries subsidiaries prior to the Effective Time (in each an "INDEMNIFIED PARTY"case, when acting in such capacity) (the “Indemnified Parties”), against all losses, claims, damages, liabilities, fees, penalties and any costs or expenses (including reasonable attorneys’ fees and disbursements of counsel and expenses), judgments, fines, losses, claims, damages, liabilities and amounts or awards paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses incurred in connection with any actual or threatened Action, whether civil, criminal, administrative or investigative and whether formal or informal, arising out of, relating to or in connection with matters existing or occurring at or prior to the Effective Time (including the fact that such person's serving as Person is or was a trustee director or other fiduciary in any entity if such service was at the request or for the benefit officer of the Company or any of its subsidiaries) subsidiaries or any acts or omissions occurring or alleged to occur (including acts or omissions with respect to the full approval of this Agreement or the Transactions or arising out of or pertaining to the Transactions and actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party) prior to the Effective Time), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted by under the DGCL, Laws of the Cayman Islands and its Memorandum and Articles of Association in effect on the date of this Agreement to indemnify such right to include Person and Parent or the right to advancement of Surviving Company shall advance expenses (including reasonable attorneys’ fees) incurred in the defense of any action Action, including any expenses incurred in successfully enforcing such Person’s rights under this Section 6.10. In the event of any such Action, (i) neither Parent nor the Surviving Company shall settle, compromise or suit promptly after statements therefor are received consent to the fullest extent permitted entry of any judgment in any Action in which indemnification has been sought by law; provided that the such Indemnified Party to whom expenses are advanced provides hereunder, unless such settlement, compromise or consent includes an undertaking to repay unconditional release of such advance if it is ultimately determined that Indemnified Party from all liability arising out of such party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Action or such Indemnified Party shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consent, otherwise consents (which consent shall not be unreasonably withheld. Parent will , conditioned or delayed), (ii) the Surviving Company shall reasonably cooperate with the Indemnified Party in the defense of any such matter, and (iii) the Indemnified Party shall not settle, compromise or consent to the entry of any judgment in any Action in which indemnification has been sought by such Indemnified Party hereunder without the prior written consent of Parent or the Surviving Company (which consent shall not be unreasonably withheld, conditioned or delayed).

Directors’ and Officers’ Indemnification and Insurance. (a) Until Without limiting any additional rights that any director, officer, trustee, employee, agent, or fiduciary may have under any employment or indemnification agreement or under the expiration Company Articles, Company Bylaws or this Agreement or, if applicable, similar organizational documents or agreements of all applicable statutes any of limitationsthe Company Subsidiaries, from and after the consummation of the OfferMerger Effective Time, the Company Parent shall and Parent shall cause the Company (or any successor to the Company) to, and from and after the Effective Time, Parent and Surviving Corporation shall, indemnify, defend to: (i) indemnify and hold harmless each person who is at the present and former officers and directors date hereof or during the period from the date hereof through the Closing Date serving as a director, officer, trustee, employee, agent, or fiduciary of the Company or Company Subsidiaries or as a fiduciary under or with respect to any employee benefit plan (within the meaning of Section 3(3) of ERISA) (collectively, the “Indemnified Parties”) to the fullest extent authorized or permitted by applicable law, as now or hereafter in effect, in connection with any Claim and its Subsidiaries (each an "INDEMNIFIED PARTY") against all losses, claims, damages, liabilities, fees, penalties and expenses (including reasonable fees and disbursements of counsel and any judgments, fines, losses, claims, liabilities penalties and amounts paid in settlement arising out (including all interest, assessments and other charges paid or payable in connection with or in respect of actions such judgments, fines, penalties or, with the consent of Parent, which shall not be unreasonably withheld, conditioned or delayed, amounts paid in settlement) resulting therefrom; and (ii) promptly pay on behalf of or, within thirty (30) days after any request for advancement, advance to each of the Indemnified Parties, to the fullest extent authorized or permitted by applicable law, as now or hereafter in effect, any Expenses incurred in defending, serving as a witness with respect to or otherwise participating in any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Indemnified Party of any Expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to such indemnification or advancement, in each case without the requirement of any bond or other security; provided that all advancement of expenses pursuant to the foregoing shall be subject to an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to such indemnification. The indemnification and advancement obligations of Parent and the Surviving Corporation pursuant to this Section 7.5(a) shall extend to acts or omissions occurring at or before the Merger Effective Time and any Claim relating thereto (including with respect to any acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Offer) (transactions contemplated hereby, including losses incurred in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in the defense of any such matter.consideration and approval thereof and the

Directors’ and Officers’ Indemnification and Insurance. (a) Until In the expiration event of all applicable statutes any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any person who is now, or has been at any time prior to the date of limitationsthis Agreement, from and after or who becomes prior to the consummation Effective Time, a director or officer or employee of Seller or any of its subsidiaries (the "INDEMNIFIED PARTIES") is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director, officer or employee of the OfferSeller, any of the Company shall and Parent shall cause the Company (Seller's subsidiaries or any successor to of their respective predecessors or (ii) this Agreement or any of the Company) totransactions contemplated hereby, and from and whether in any case asserted or arising before or after the Effective Time, Parent the parties hereto agree to cooperate and Surviving Corporation shalluse their best efforts to defend against and respond thereto. It is understood and agreed that after the Effective Time, indemnify, defend the Buyer shall indemnify and hold harmless harmless, as and to the present and former officers and directors of the Company and its Subsidiaries (fullest extent permitted by law, each an "INDEMNIFIED PARTY") such Indemnified Party against all any losses, claims, damages, liabilities, feescosts, penalties and expenses (including reasonable attorneys' fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid expenses in settlement arising out of actions or omissions occurring at or before the consummation advance of the Offer) (including losses incurred in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense final disposition of any action claim, suit, proceeding or suit promptly after statements therefor are received investigation to each Indemnified Party to the fullest extent permitted by law upon receipt of any undertaking required by applicable law; provided that ), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether asserted of arising before or after the Effective Time), the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with the Buyer; PROVIDED, HOWEVER, that (w) the Buyer shall have the right to assume the defense thereof and upon such assumption the Buyer or the Surviving Bank shall not be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by any Indemnified Party in connection with the defense thereof, except that if the Buyer elects not to whom assume such defense or counsel for the Indemnified Parties and reasonably advises the Indemnified Parties that there are issues which raise conflicts of interest between the Buyer and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with the Buyer, and the Buyer shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties, (x) the Buyer shall be obligated pursuant to this paragraph to pay for only one firm of counsel for all Indemnified Parties, unless the proposed counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are advanced provides an undertaking issues which raise conflicts of interest among such parties, in which case the Buyer shall pay the reasonable fees and expenses of one additional counsel to repay the extent necessary to avoid such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding conflict, (y) the foregoing, an Indemnifying Party Buyer shall not be liable for any settlement of any claim effected without such Indemnifying Party's its prior written consent, consent (which consent shall not be unreasonably withheld. Parent will cooperate ) and (z) the Buyer shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that indemnification of such Indemnified Party in the defense manner contemplated hereby is prohibited by applicable law. Any Indemnified Party wishing to claim Indemnification under this Section 6.6, upon learning of any such matterclaim, action, suit, proceeding or investigation, shall notify the Buyer thereof, PROVIDED, THAT the failure to so notify shall not affect the obligations of the Buyer under this Section 6.6 except to the extent such failure to notify materially prejudices the Buyer. The Buyer's obligations under this Section 6.6 shall continue in full force and effect for a period of six (6) years from the Effective Time; PROVIDED, HOWEVER, that all rights to indemnification in respect of any claim asserted or made within such period shall continue until the final disposition of such claim.

Directors’ and Officers’ Indemnification and Insurance. (a) Until In the expiration event of all applicable statutes of limitationsany threatened or actual claim, from and after the consummation action, suit, proceeding or investigation, whether civil, criminal or administrative, including any such claim, action, suit, proceeding or investigation, in which any present or former director or officer of the OfferCompany or any of its Subsidiaries (together, the Company shall and Parent shall cause the Company (“Indemnified Parties”) is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining in whole or in part to, any successor action or failure to take action by any such Person in such capacity taken prior to the CompanyEffective Time, the Surviving Corporation (the “Indemnifying Party”) toshall, and from and after the Effective Time, Parent and Surviving Corporation shall, indemnify, defend and hold harmless harmless, as and to the present and former officers and directors fullest extent permitted or required by applicable Law or the Company Organizational Documents (or any similar organizational document) of the Company or any of its Subsidiaries, when applicable, and any indemnity agreements applicable to any such Indemnified Party or any Contract between an Indemnified Party and the Company or one of its Subsidiaries (Subsidiaries, in each an "INDEMNIFIED PARTY") case, in effect on the date of this Agreement, against all any losses, claims, damages, liabilities, feescosts, penalties legal and other expenses (including reimbursement for reasonable legal and other fees and disbursements expenses incurred in advance of counsel and the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party), judgments, fines, losses, claims, liabilities fines and amounts paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses actually and reasonably incurred by such Indemnified Party in connection with such person's serving as a trustee claim, action, suit, proceeding or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) investigation, subject to the full extent permitted Surviving Corporation’s receipt of an undertaking by the DGCL, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to 49 repay such legal and other fees and expenses paid in advance if it is ultimately determined that such party Indemnified Party is not entitled to indemnification. Notwithstanding be indemnified under applicable Law; provided, however, that the foregoing, an Indemnifying Party Surviving Corporation shall not be liable for any settlement of any claim effected without such Indemnifying Party's the Surviving Corporation’s prior written consent, which consent and shall not be unreasonably withheld. Parent will cooperate obligated to pay the fees and expenses of more than one counsel (selected by a plurality of the applicable Indemnified Parties) for all Indemnified Parties in the defense of any jurisdiction with respect to any single such matterclaim, action, suit, proceeding or investigation.

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitations, from and after the consummation of the Offer, the Company Xxxxxxxx Bancorp shall and Parent shall cause the Company (or any successor to the Company) to, and from and after the Effective Time, Parent and Surviving Corporation shall, indemnify, defend and hold harmless each person who is now, or who has been at any time before the present and former officers and directors date hereof or who becomes before the Effective Time, an officer or director of FCB or an FCB Subsidiary (the Company and its Subsidiaries (each an "INDEMNIFIED PARTY"“Indemnified Parties”) against all losses, claims, damages, liabilitiescosts, fees, penalties and expenses (including reasonable fees and disbursements of counsel and judgments, fines, losses, claimsattorney’s fees), liabilities and or judgments or amounts that are paid in settlement arising out (which settlement shall require the prior written consent of actions or omissions occurring at or before the consummation of the Offer) (including losses incurred in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consentXxxxxxxx Bancorp, which consent shall not be unreasonably withheld) of or in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, or administrative (each a “Claim”), in which an Indemnified Party is, or is threatened to be made, a party or witness in whole or in part or arising in whole or in part out of the fact that such person is or was a director, officer or employee of FCB or an FCB Subsidiary or is or was serving at the request of FCB or an FCB Subsidiary as a director, officer, employee, trustee or other agent of any other organization or in any capacity with respect to any employee benefit plan of FCB or an FCB Subsidiary if such Claim pertains to any matter of fact arising, existing or occurring at or before the Effective Time (including, without limitation, any matters arising in connection with or related to the negotiation, execution and performance of this Agreement or any of the transactions contemplated hereby), regardless of whether such Claim is asserted or claimed before, or after, the Effective Time, to the fullest extent as would have been permitted by FCB under Maryland law and under FCB’s Articles of Incorporation and Bylaws. Parent will cooperate Xxxxxxxx Bancorp shall pay expenses in advance of the defense final disposition of any such matteraction or proceeding to each Indemnified Party to the fullest extent as would have been permitted by FCB under Maryland law and under FCB’s Articles of Incorporation and Bylaws, upon receipt of an undertaking to repay such advance payments if he shall be adjudicated or determined to be not entitled to indemnification in the manner set forth below. Any Indemnified Party wishing to claim indemnification under this Section 6.09 upon learning of any Claim, shall notify Xxxxxxxx Bancorp (but the failure so to notify Xxxxxxxx Bancorp shall not relieve it from any liability which it may have under this Section 6.09, except to the extent such failure materially prejudices Xxxxxxxx Bancorp) and shall deliver to Xxxxxxxx Bancorp the undertaking referred to in the previous sentence.

Directors’ and Officers’ Indemnification and Insurance. (a) Until In the expiration event of all applicable statutes any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including any such claim, action, suit, proceeding or investigation in which any present or former director or officer of limitationsthe Company or any of its Subsidiaries (together, from the “Indemnified Parties”) is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining in whole or in part to, any action or failure to take action by any such Person in such capacity taken prior to the Effective Time (including with respect to any action or failure to take action occurring in connection with the approval of this Agreement and after the consummation of the Offertransaction contemplated hereby), the Company shall Parent and Parent shall cause the Company Surviving Corporation (or any successor to the Companyeach, an “Indemnifying Party”) towill, jointly and severally, from and after the Effective Time, Parent and Surviving Corporation shall, indemnify, defend and hold harmless harmless, as and to the present fullest extent permitted or required by applicable Law and former officers and directors required by the Company Organizational Documents (or any similar organizational document) of the Company or any of its Subsidiaries, when applicable, and any indemnity agreements applicable to any such Indemnified Party or any Contract between an Indemnified Party and the Company or one of its Subsidiaries (Subsidiaries, in each an "INDEMNIFIED PARTY") case, in effect on the date of this Agreement, against all any losses, claims, damages, liabilities, feescosts, penalties legal and other expenses (including reasonable reimbursement for legal and other fees and disbursements expenses incurred in advance of counsel and the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party), judgments, fines, losses, claims, liabilities fines and amounts paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses actually and reasonably incurred by such Indemnified Party in connection with such person's serving as claim, action, suit, proceeding or investigation; provided, however, that unless otherwise provided in any relevant indemnification agreement or any provision of the Company’s Organizational Documents, the Surviving Corporation will not be liable for any settlement effected without the Surviving Corporation’s prior written consent and will not be obligated to pay the fees and expenses of more than one counsel (selected by a trustee plurality of the applicable Indemnified Parties) for all Indemnified Parties in any jurisdiction with respect to any single such claim, action, suit, proceeding or investigation, except to the extent that two or more of such Indemnified Parties shall have conflicting interests in the outcome of such action. In the event any claim under this Section 5.7 is asserted or made by an Indemnified Party, any determination required to be made with respect to whether such Indemnified Party’s conduct complies with the standards set forth under the DGCL or other fiduciary applicable Law shall be made by independent legal counsel selected by the Surviving Corporation and reasonably acceptable to such Indemnified Party. Parent shall, or shall cause the Surviving Corporation to, promptly advance all reasonable out-of-pocket expenses of each Indemnified Party in connection with any entity such claim, action, suit, proceeding or investigation as such expenses (including reasonable attorneys’ fees and disbursements) are incurred upon receipt from such Indemnified Party of a request therefor (accompanied by invoices or other relevant documentation), provided (if such service was at the request or for the benefit of the Company or any of its subsidiaries) and to the full extent permitted required by the DGCL, DGCL or other applicable Law) that such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking undertakes to repay such advance amount if it is ultimately determined that such party Indemnified Party is not entitled to indemnificationbe indemnified under the DGCL or other applicable Law with respect to such claim, action, suit, proceeding or investigation. Notwithstanding In the foregoingevent any claim, an Indemnifying action, suit, or proceeding is brought against any Indemnified Party (and in which indemnification could be sought by such Indemnified Party hereunder), Parent and the Surviving Corporation shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate each use all reasonable best efforts to assist in the defense of such matter (unless Parent or the Surviving Corporation has assumed the defense thereof), provided, that neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment without the prior written consent of such matterIndemnified Party if and to the extent the terms of the proposed settlement, compromise or judgment provide for any non-monetary relief from such Indemnified Party.

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitations, from and after the consummation of the Offer, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from From and after the Effective TimeTime through the sixth anniversary of the date on which the Effective Time occurs, each of Parent and the Surviving Corporation and their respective applicable Subsidiaries shall, indemnify, defend (i) indemnify and hold harmless each individual who at the present and former officers and directors Effective Time is, or at any time prior to the Effective Time was, a director or officer of the Company and its Subsidiaries or of a Subsidiary of the Company (each each, an "INDEMNIFIED PARTY"“Indemnitee” and, collectively, the “Indemnitees”) against with respect to all claims, liabilities, losses, claims, damages, liabilitiesjudgments, feesfines, penalties penalties, costs (including amounts paid in settlement or compromise) and expenses (including reasonable fees and disbursements expenses of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offerlegal counsel) (including losses incurred in connection with any claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative), whenever asserted, based on or arising out of, in whole or in part, (A) the fact that an Indemnitee was a director or officer of the Company or such person's serving Subsidiary or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a trustee director, officer, employee or other fiduciary in any entity if agent of the Company or such service was Subsidiary or taken at the request of the Company or for such Subsidiary (including in connection with serving at the request of the Company or such Subsidiary as a director, officer, employee, agent, trustee or fiduciary of another Person (including any employee benefit plan)), in each case under (A) or (B), at, or at any time prior to, the Effective Time (including any claim, suit, action, proceeding or investigation relating in whole or in part to the Transactions), to the same extent such Indemnitees are entitled to indemnification as of the date of this Agreement by the Company or any of its subsidiaries) Subsidiaries pursuant to applicable Law, the Company Charter Documents, the organizational documents of such Subsidiaries or any indemnification agreements in existence on the date of this Agreement and made available to Parent prior to the full date hereof, and (ii) assume all obligations of the Company and such Subsidiaries to the Indemnitees in respect of indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time as provided in the Company Charter Documents and the organizational documents of such Subsidiaries as currently in effect; provided, however, that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnitee delivers to Parent or the Surviving Corporation a written notice asserting a claim for indemnification under this Section 5.08(a), then the claim asserted in such notice shall survive the sixth anniversary of the Effective Time until such time as such claim is fully and finally resolved. Without limiting the foregoing, Parent, from and after the Closing until six (6) years from the Effective Time, shall cause, unless otherwise required by Law, the certificate of incorporation and bylaws of the Surviving Corporation to contain provisions no less favorable to the Indemnitees with respect to limitation of liabilities of directors and officers and indemnification than are set forth as of the date of this Agreement in the Company Charter Documents, which provisions shall not be amended, repealed or otherwise modified or superseded in any manner that would adversely affect the rights thereunder of the Indemnitees. In addition, from the Closing until six (6) years from date on which the Effective Time occurs, Parent shall, and shall cause the Surviving Corporation to, advance any expenses (including the fees and expenses of legal counsel) of any Indemnitee under this Section 5.08 (including in connection with enforcing the indemnity and other obligations referred to in this Section 5.08) as incurred to the same extent permitted by the DGCL, such right to include the right Indemnitees are entitled to advancement of expenses incurred as of the date of this Agreement by the Company or any of its Subsidiaries pursuant to applicable Law, the Company Charter Documents, the organizational documents of such Subsidiaries or any indemnification agreements in existence on the defense date of any action or suit promptly after statements therefor are received this Agreement and made available to Parent prior to the fullest extent permitted by law; provided date hereof, provided, however, that the Indemnified Party individual to whom expenses are advanced provides provides, if requested by Parent, an undertaking to repay such advance advances if it is ultimately shall be determined that such party individual is not entitled to indemnificationbe indemnified pursuant to this Section 5.08(a). Notwithstanding the foregoing, an Indemnifying Party The Surviving Corporation shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will reasonably cooperate in good faith in the defense of any such mattermatters; provided, that requests by Indemnitees or their Representatives to interview Representatives, examine the books and records or access the properties of the Surviving Corporation shall be made during normal business hours and upon reasonable notice and shall not significantly or materially impact the operations of the Surviving Corporation.

Directors’ and Officers’ Indemnification and Insurance. (a) Until Without limiting any additional rights that any director, officer, trustee, or fiduciary under or with respect to any employee benefit plan (within the expiration meaning of all applicable statutes Section 3(3) of limitationsERISA) may have under any employment or indemnification agreement or under the Company’s Certificate of Incorporation, from and after the consummation its Bylaws or this Agreement or, if applicable, similar organizational documents or agreements of any of the OfferCompany’s Subsidiaries, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from and after the Effective Time, Parent and Surviving Corporation (the “Indemnitors”) shall, indemnify, defend : (i) indemnify and hold harmless each person who is at the present and former officers and directors date hereof or during the period from the date hereof through the Closing Date serving as a director, officer or trustee, or as a fiduciary under or with respect to any employee benefit plan (within the meaning of Section 3(3) of ERISA) of the Company and or any of its Subsidiaries (each an "INDEMNIFIED PARTY"collectively, the “Indemnified Parties”) against all lossesto the fullest extent authorized or permitted by applicable law, claimsas now or hereafter in effect, damages, liabilities, fees, penalties in connection with any Claim and expenses (including reasonable fees and disbursements of counsel and any judgments, fines, losses, claims, liabilities penalties and amounts paid in settlement arising out (including all interest, assessments and other charges paid or payable in connection with or in respect of actions such judgments, fines, penalties or amounts paid in settlement) resulting therefrom, and (ii) promptly pay on behalf of or, within thirty (30) days after any request for advancement, advance to each of the Indemnified Parties, to the fullest extent authorized or permitted by applicable law, as now or hereafter in effect, any Expenses incurred in defending, serving as a witness with respect to or otherwise participating in any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Indemnified Party of any Expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or other security. The indemnification and advancement obligations of the Indemnitors pursuant to this Section 7.13(a) shall extend to acts or omissions occurring at or before the Effective Time and any Claim relating thereto (including with respect to any acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Offer) (, the Merger and the other transactions contemplated by this Agreement, including losses incurred the consideration and approval thereof and the process undertaken in connection with such person's serving therewith and any Claim relating thereto), and all rights to indemnification and advancement conferred hereunder shall continue as to a person who continues to be or who has ceased to be a director, officer or trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiariesSubsidiaries or fiduciary under or with respect to any employee benefit plan (within the meaning of Section 3(3) to of ERISA) of the full extent permitted by Company or any of its Subsidiaries after the DGCL, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party date hereof and shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in the defense of any such matter.inure to

Directors’ and Officers’ Indemnification and Insurance. (a) Until In the expiration event of all applicable statutes any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including any such claim, action, suit, proceeding or investigation in which any person who is now, or has been at any time prior to the date of limitationsthis Agreement, from and or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries (the "Indemnified Parties") is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director or officer of the Company or any of its Subsidiaries or (ii) this Agreement or any of the Transactions, whether in any case asserted or arising before or after the consummation of the OfferEffective Time, the Company shall parties hereto agree to cooperate and Parent shall cause the Company (or any successor use their best efforts to the Company) to, defend against and from respond thereto. It is understood and agreed that after the Effective Time, Parent shall and shall cause the Surviving Corporation shallto, indemnify, defend indemnify and hold harmless harmless, to the present and former officers and directors of the Company and its Subsidiaries (fullest extent permitted by law, each an "INDEMNIFIED PARTY") such Indemnified Party against all any losses, claims, damages, liabilities, feescosts, penalties and expenses (including advances of reasonable attorney's fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses incurred in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) expenses prior to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense final disposition of any action claim, suit, proceeding or suit promptly after statements therefor are received investigation to each Indemnified Party to the fullest extent permitted by law upon receipt of any undertaking required by applicable law; provided that ), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether asserted or arising before or after the Effective Time), the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with Parent; provided, however, that: (1) Parent shall have the right to assume the defense thereof and upon such assumption Parent shall not be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by any Indemnified Party in connection with the defense thereof, except that if Parent elects not to whom assume such defense or counsel for the Indemnified Parties reasonably advises that there are (under applicable standards of professional conduct) issues which raise conflicts of interest between Parent and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with Parent, and Parent shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties; (2) Parent shall in all cases be obligated pursuant to this paragraph to pay for only one firm or counsel and any necessary local counsel for all Indemnified Parties except that if counsel for the Indemnified Parties reasonably advises that there are advanced provides an undertaking (under applicable standards of professional conduct) issues which raise conflicts of interest among one or more of the Indemnified Parties, Parent will be obligated to repay pay for separate counsel such advance if it is ultimately determined that such party is not entitled Indemnified Parties as to indemnification. Notwithstanding the foregoing, an Indemnifying Party which there are conflicts; (3) Parent shall not be liable for any settlement of any claim effected without such Indemnifying Party's its prior written consent, consent (which consent shall not be unreasonably withheld. withheld or delayed); and (4) Parent will cooperate shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that indemnification of such Indemnified Party in the defense manner contemplated hereby is prohibited by applicable law. It is agreed and understood that Parent's agreement to provide the indemnification contemplated hereunder is no way intended to expand the scope of the indemnification obligations beyond that which a corporation would be permitted to provide to its own officers or directors under Delaware Law. Any Indemnified Party wishing to claim Indemnification under this Section 7.06, upon learning of any such matterclaim, action, suit, proceeding or investigation, shall promptly notify Parent thereof, provided that the failure to so notify Parent shall not affect the obligations of Parent under this Section 7.06 except to the extent such failure to notify prejudices Parent. Parent's obligations under this Section 7.06 shall continue in full force and effect for a period of six (6) years from the Effective Time; provided, however, that all rights to indemnification in respect of any claim (a "Claim") asserted or made within such period shall continue until the final disposition of such Claim.

Directors’ and Officers’ Indemnification and Insurance. (a) Until In the expiration event of all applicable statutes any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any Person who is now, or has been at any time prior to the date of limitationsthis Agreement, from and after or who becomes prior to the consummation Effective Time, a director, officer, agent or employee of the Offer, the Company shall and Parent shall cause the Company (Seller or any successor of its Subsidiaries (the “Indemnified Parties”) is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the Companyfact that he is or was a director, officer, agent or employee of the Seller, any of the Seller’s Subsidiaries or any of their respective predecessors or (ii) tothis Agreement or the other Transaction Documents or any of the transactions contemplated hereby or thereby, and from and whether in any case asserted or arising before or after the Effective Time, Parent the parties hereto agree to cooperate and Surviving Corporation shalluse their reasonable best efforts to defend against and respond thereto. It is understood and agreed that after the Effective Time, indemnify, defend the Buyer shall indemnify and hold harmless harmless, as and to the present and former officers and directors of the Company and its Subsidiaries (fullest extent permitted by law, each an "INDEMNIFIED PARTY") such Indemnified Party against all any losses, claims, damages, liabilities, feescosts, penalties and expenses (including advancing reasonable attorneys’ fees and disbursements of counsel expenses as and judgments, fines, losses, claims, liabilities and amounts paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses when incurred in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) prior to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense final disposition of any action claim, suit, proceeding or suit promptly after statements therefor are received investigation to each Indemnified Party to the fullest extent permitted by law upon receipt of any undertaking required by applicable law), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether asserted or arising before or after the Effective Time), the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with the Buyer; provided, however, that (w) the Buyer shall have the right to assume the defense thereof (provided that the Buyer confirms in writing to the Indemnified Party its obligations to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that indemnify such party to the fullest extent permitted by law and provided the Buyer is at least “adequately capitalized” as defined in the relevant prompt corrective action regulations) and upon such assumption the Buyer shall not entitled be liable to indemnification. Notwithstanding any Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by any Indemnified Party in connection with the foregoingdefense thereof, an Indemnifying Party except that if the Buyer elects not to assume such defense or counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are issues which raise conflicts of interest between the Buyer and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with the Buyer, and the Buyer shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties, (x) the Buyer shall be obligated pursuant to this paragraph to pay for only one firm of counsel for all Indemnified Parties, unless the proposed counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are issues which raise conflicts of interest among such parties, in which case the Buyer shall pay the reasonable fees and expenses of one additional counsel to the extent necessary to avoid such conflict, (y) the Buyer shall not be liable for any settlement of any claim effected without such Indemnifying Party's its prior written consent, consent (which consent shall not be unreasonably withheld. Parent will cooperate ), and (z) the Buyer shall have no obligation under this Section 6.7(a) to any Indemnified Party when and if, and only to the extent, a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that indemnification of such Indemnified Party in the defense manner contemplated hereby is prohibited by applicable law. Any Indemnified Party wishing to claim Indemnification under this Section 6.7, upon learning of any such matterclaim, action, suit, proceeding or investigation, shall notify the Buyer thereof, provided, that the failure to so notify shall not affect the obligations of the Buyer under this Section 6.7 except to the extent such failure to notify materially prejudices the Buyer. The Buyer’s obligations under this Section 6.7 shall continue in full force and effect for a period of six (6) years from the Effective Time; provided, however, that all rights to indemnification in respect of any claim asserted or made within such period shall continue until the final disposition of such claim.

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitations, from and after the consummation of the Offer, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from and The Merger Agreement provides that after the Effective Time, Parent and the Surviving Corporation shallwill (i) fulfill and honor all rights and obligations to indemnification by Audentes (including advancement of expenses) now existing in favor of each person who is now, or has been at any time prior to December 2, 2019 or who becomes prior to the Effective Time an officer or director of Audentes or its subsidiaries (each an “Indemnified Party”) and (ii) to the fullest extent permitted under applicable law and subject to the terms in the Merger Agreement, indemnify, defend and hold harmless the present each Indemnified Party against any and former officers and directors of the Company and its Subsidiaries (each an "INDEMNIFIED PARTY") against all losses, claims, damages, liabilities, costs, fees, penalties and expenses (including reasonable fees and disbursements of counsel and expenses, judgments, fines, losses, claims, penalties or liabilities and amounts paid in settlement connection with or arising in whole or in part out of actions actions, omissions, suits or other proceedings in which such Indemnified Party may be involved or with which he or she may be threatened (an “Indemnified Proceeding”) by reason of such Indemnified Party’s being or having been such director or officer or an employee or agent of Audentes or otherwise in connection with any action taken or not taken at the request of Audentes, whether or not the Indemnified Party continues in such position at the time such Indemnified Proceeding is brought or threatened and at, or at any time prior to, the Effective Time. The Surviving Corporation’s foregoing obligations will continue in full force and effect for a period of six years from the Effective Time and will not be terminated or modified in any manner that would adversely affect any such Indemnified Party. The Merger Agreement further provides that the Surviving Corporation will maintain the directors’ and officers’ liability insurance in respect of acts or omissions occurring at on or before prior to the consummation Effective Time covering each such person currently covered by Xxxxxxxx’ directors’ and officers’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date of the Offer) Merger Agreement (including losses incurred in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by law“Existing Policies”); provided that the Indemnified Party Surviving Corporation will not be obligated to whom expenses are advanced provides pay an undertaking amount per year (the “Maximum Amount”) in excess of 250% of the annual premium Audentes paid in its most recent renewal of the Existing Policies. Xxxxxxxx may obtain prepaid “tail” or “runoff” policies prior to repay the Effective Time, which policies provide such advance if it is ultimately determined directors and officers with coverage for an aggregate period of six years with respect to claims arising from acts or omissions that occurred on or before the Effective Time, including, in respect of the Transactions; provided, however, that the amount paid for such prepaid policies does not exceed the Maximum Amount. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Corporation will maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder. Standard of Efforts. Subject to the terms and conditions of the Merger Agreement, each party is has agreed to use (and to cause its respective subsidiaries to use) its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make the transactions contemplated by the Merger Agreement effective in the most expeditious manner practicable. Each of Astellas and Audentes will not, and will not entitled permit their respective subsidiaries to, enter into any definitive agreement to indemnificationacquire or consummate any transaction acquiring any ownership interest or assets of any Person, the effect of which would reasonably be expected to materially impair, materially delay or prevent any required approvals, or expiration of the waiting period, under the HSR Act, or require any approvals or filings under any other applicable antitrust law. Notwithstanding In furtherance of, and not in limitation of the foregoing, an Indemnifying Party shall not Astellas and Audentes (and their respective controlled affiliates, if applicable) have agreed to: (i) as promptly as practicable, and in any event by December 16, 2019 (or such other time as mutually agreed by the parties), file or cause to be liable filed with the United States Federal Trade Commission and the United States Department of Justice any notifications required to be filed under the HSR Act with respect to the transactions contemplated by the Merger Agreement; (ii) as promptly as practicable after December 2, 2019, make appropriate filings pursuant to any other applicable antitrust law with respect to the transactions contemplated by the Merger Agreement; (iii) supply as promptly as practicable any additional information and documentary material that may be requested and to use their reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods or obtain any required authorizations under any applicable antitrust laws as soon as practicable; and (iv) use reasonable best efforts to cause to be taken, on a timely basis, all other actions necessary or appropriate for any settlement the purpose of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheldconsummating and effectuating the transactions contemplated by the Merger Agreement. Parent will Each party has agreed to (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry with respect to the defense transactions contemplated by the Merger Agreement, Table of any such matter.Contents

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitations, from and after the consummation of the Offer, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from From and after the Effective TimeTime and until the sixth anniversary of the Effective Time and for so long thereafter as any claim for indemnification asserted on or prior to such date has not been fully adjudicated, Parent Buyer and the Surviving Corporation shall(each, an "INDEMNIFYING PARTY") shall indemnify, defend and hold harmless each person who is now or who becomes prior to the present and former officers and directors Effective Time, a director or officer of the Company and or any of its Subsidiaries (each an the "INDEMNIFIED PARTYPARTIES") against (i) all losses, claims, damages, liabilities, fees, penalties costs and expenses (including reasonable fees attorneys' fees), liabilities, judgments and disbursements of counsel and judgments, fines, losses, claims, liabilities and settlement amounts that are paid in settlement arising out of actions or omissions occurring at or before the consummation of the Offer) (including losses incurred in connection with any claim, action, suit, proceeding or investigation (whether civil, criminal, administrative or investigative and whether asserted or claimed prior to, at or after the Effective Time) that is based in whole or in part on, or arises in whole or in part out of, the fact that such person's serving as Indemnified Party is or was a trustee director or other fiduciary in any entity if such service was at the request officer or for the benefit agent of the Company or any of its subsidiariesSubsidiaries and relates to or arises out of any action or omission occurring at or prior to the Effective Time ("INDEMNIFIED LIABILITIES"), and (ii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby, in each case to the full extent a corporation is permitted under applicable law to indemnify its own directors or officers, as the case may be; PROVIDED that no Indemnifying Party shall be liable for any settlement of any claim effected without its written consent, which consent shall not be unreasonably withheld; and PROVIDED, FURTHER, that no Indemnifying Party shall be liable for any Indemnified Liabilities which occur as a result of the gross negligence or willful misconduct of any Indemnified Party. Without limiting the foregoing, in the event that any such claim, action, suit, proceeding or investigation is brought against any Indemnified Party (whether arising prior to or after the Effective Time), (w) the Indemnifying Parties will pay expenses in advance of the final disposition of any such claim, action, suit, proceeding or investigation to each Indemnified Party to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by applicable law; provided PROVIDED that the Indemnified Party person to whom expenses are advanced provides an any undertaking required by applicable law to repay such advance if it is ultimately determined that such party person is not entitled to indemnification. Notwithstanding ; (x) the foregoing, an Indemnified Parties shall retain counsel reasonably satisfactory to the Indemnifying Party Parties; (y) the Indemnifying Parties shall not be liable pay all reasonable fees and expenses of such counsel for any settlement the Indemnified Parties (subject to the final sentence of any claim effected without such this paragraph) promptly as statements therefor are received; and (z) the Indemnifying Party's written consent, which consent Parties shall not be unreasonably withheld. Parent will cooperate use all reasonable efforts to assist in the defense of any such matter. Any Indemnified Party wishing to claim indemnification under this Section, upon learning of any such claim, action, suit, proceeding or investigation, shall notify the Indemnifying Parties, but the failure so to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability which it may have under this paragraph except to the extent such failure materially prejudices such Indemnifying Party. The Indemnified Parties as a group may retain only one law firm to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict or potential conflict on any significant issue between the positions of any two or more Indemnified Parties in which case, the Indemnified Parties may retain more than one law firm.

Directors’ and Officers’ Indemnification and Insurance. (a) Until Without limiting any additional rights that any director or officer may have under any indemnification agreement or under the expiration articles of all applicable statutes incorporation and bylaws of limitationsMarigold, from and after the consummation of the Offer, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from and after the Effective Time, Parent and Montage shall cause the Surviving Corporation shallor any applicable Subsidiary (collectively, indemnify, defend the “D&O Indemnifying Parties”) thereto to: (i) indemnify and hold harmless each person who is at the present and former officers and directors date hereof, was previously, or during the period from the date hereof through the date of the Company Effective Time serving as a director or officer of Marigold or such Subsidiary (collectively, the “D&O Indemnified Parties”) to the fullest extent the Surviving Corporation or any such Subsidiary is so authorized or permitted by applicable Law, as now or hereafter in effect, in connection with any D&O Claim and its Subsidiaries (each an "INDEMNIFIED PARTY") against all any losses, claims, damages, liabilities, feescosts, penalties and expenses (including reasonable fees and disbursements of counsel and Claim Expenses, judgments, fines, losses, claims, liabilities penalties and amounts paid in settlement arising out (including all interest, assessments and other charges paid or payable in connection with or in respect of actions any thereof) relating to or resulting from such D&O Claim; and (ii) promptly pay on behalf of or, within ten (10) Business Days after any request for advancement, advance to each of the D&O Indemnified Parties, in each case to the fullest extent the Surviving Corporation or the applicable Subsidiary is so authorized or permitted by applicable Law, as now or hereafter in effect, any Claim Expenses incurred in defending, serving as a witness with respect to or otherwise participating with respect to any D&O Claim in advance of the final disposition of such D&O Claim, including payment on behalf of or advancement to the D&O Indemnified Party of any Claim Expenses incurred by such D&O Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or other security, but subject to the Surviving Corporation’s receipt of a written undertaking by or on behalf of such D&O Indemnified Party to repay such Claim Expenses if it is ultimately determined under applicable Law that such D&O Indemnified Party is not entitled to be indemnified. Without limiting any additional rights that any director or officer may have under any indemnification agreement set forth in Section 6.6 of the Marigold Disclosure Letter or under the articles of incorporation and bylaws of Marigold, the D&O Indemnified Parties as a group may retain only one law firm to represent them with respect to each such D&O Claim unless there is, under applicable standards of professional conduct, a conflict between the positions of any two or more D&O Indemnified Parties. To the extent authorized or permitted by applicable Law, the indemnification and advancement obligations of the Surviving Corporation pursuant to this Section 6.6(a) shall extend to acts or omissions occurring at or before the Effective Time and any D&O Claim relating thereto (including with respect to any acts or omissions occurring in connection with the approval of this Agreement, the Merger and the consummation of the Offer) (other transactions contemplated by this Agreement, including losses incurred the consideration and approval thereof and the process undertaken in connection with such person's serving therewith and any D&O Claim relating thereto), and all rights to indemnification and advancement conferred hereunder shall continue as to a trustee person who has ceased to be a director or other fiduciary in officer of Marigold or any entity if such service was at of the request or for Marigold Subsidiaries after the date hereof and shall inure to the benefit of such Person’s heirs, successors, executors, and personal and legal Representatives. As used in this Section 6.6(a): (x) the Company or any of its subsidiaries) to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in the defense of any such matter.term “

Directors’ and Officers’ Indemnification and Insurance. (a) Until the expiration of all applicable statutes of limitations, from and after the consummation of the Offer, the Company Buyer shall and Parent shall cause the Company (or any successor to the Company) to, and from and after the Effective Time, Parent and Surviving Corporation shall, indemnify, defend and hold harmless each person who is now, or who has been at any time before the present and former officers and directors date hereof or who becomes before the Effective Time, an officer or director of Seller or an Seller Subsidiary (the Company and its Subsidiaries (each an "INDEMNIFIED PARTY"“Indemnified Parties”) against all losses, claims, damages, liabilitiescosts, fees, penalties and expenses (including reasonable fees and disbursements of counsel and judgments, fines, losses, claimsattorney’s fees), liabilities and or judgments or amounts that are paid in settlement arising out (which settlement shall require the prior written consent of actions or omissions occurring at or before the consummation of the Offer) (including losses incurred in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense of any action or suit promptly after statements therefor are received to the fullest extent permitted by law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party shall not be liable for any settlement of any claim effected without such Indemnifying Party's written consentBuyer, which consent shall not be unreasonably withheld) of or in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, or administrative (each a “Claim”), in which an Indemnified Party is, or is threatened to be made, a party or witness in whole or in part or arising in whole or in part out of the fact that such person is or was a director, officer or employee of Seller or an Seller Subsidiary if such Claim pertains to any matter of fact arising, existing or occurring at or before the Effective Time (including, without limitation, the Merger and the other transactions contemplated hereby), regardless of whether such Claim is asserted or claimed before, or after, the Effective Time, to the fullest extent as would have been permitted by Seller under Maryland law and under Seller’s Articles of Incorporation and Bylaws. Parent will cooperate Buyer shall pay expenses in advance of the defense final disposition of any such matteraction or proceeding to each Indemnified Party to the fullest extent as would have been permitted by Seller under Maryland law and under Seller’s Articles of Incorporation and Bylaws, upon receipt of an undertaking to repay such advance payments if he shall be adjudicated or determined to be not entitled to indemnification in the manner set forth below. Any Indemnified Party wishing to claim indemnification under this Section 6.09 upon learning of any Claim, shall notify Buyer (but the failure so to notify Buyer shall not relieve it from any liability which it may have under this Section 6.09, except to the extent such failure materially prejudices Buyer) and shall deliver to Buyer the undertaking referred to in the previous sentence.

Directors’ and Officers’ Indemnification and Insurance. (a) Until Without limiting any additional rights that any director, officer, trustee, employee, agent, or fiduciary may have under any employment or indemnification agreement or under the expiration Company Charter, the Company Bylaws, the Company Operating Partnership Agreement or this Agreement or, if applicable, similar organizational documents or agreements of all applicable statutes any of limitationsthe Company’s Subsidiaries, from and after the consummation of the Offer, the Company shall and Parent shall cause the Company (or any successor to the Company) to, and from and after the REIT Merger Effective Time, Parent, the Parent Operating Partnership, the Surviving Entity and the Surviving Corporation Partnership (the “Indemnifying Parties”), jointly and severally, shall, indemnify, defend : (i) indemnify and hold harmless each person who is at the present and former officers and directors date hereof or during the period from the date hereof through the date of the REIT Merger Effective Time serving as a director, officer, trustee, manager, employee, agent, or fiduciary of the Company and acting in its capacity as such or any of its Subsidiaries or as a fiduciary under or with respect to any employee benefit plan (each an "INDEMNIFIED PARTY"within the meaning of Section 3(3) against all of ERISA) (collectively, the “Indemnified Parties”) to the fullest extent authorized or permitted by applicable Law, as now or hereafter in effect, in connection with any Claim and any losses, claims, damages, liabilities, feescosts, penalties and expenses (including reasonable fees and disbursements of counsel and Expenses, judgments, fines, losses, claims, liabilities penalties and amounts paid in settlement arising out (including all interest, assessments and other charges paid or payable in connection with or in respect of actions any thereof) resulting therefrom; and (ii) promptly pay on behalf of or, within thirty (30) days after any request for advancement, advance to each of the Indemnified Parties, to the fullest extent authorized or permitted by applicable Law, as now or hereafter in effect, any Expenses incurred in defending, serving as a witness with respect to or otherwise participating with respect to any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Indemnified Party of any Expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or other security), but subject to (x) receipt of documentation by Parent and Surviving Entity reasonably evidencing the need for such advancement, and (y) Parent’s or the Surviving Entity’s, as applicable, receipt of an undertaking by or on behalf of such Indemnified Party, to repay such Expenses if it is ultimately determined under applicable Laws that such Indemnified Party is not entitled to be indemnified); provided, however, that none of the Indemnifying Parties shall be liable for any amounts paid in settlement effected without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) and shall not be obligated to pay the fees and expenses of more than one counsel (selected by a plurality of the applicable Indemnified Parties) for all Indemnified Parties in any jurisdiction with respect to any single Claim except to the extent that two or more of such Indemnified Parties shall have conflicting interests in the outcome of such action; provided, further, that the Indemnifying Parties shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that indemnification by the Indemnifying Parties of such Indemnified Party in the manner contemplated hereby is prohibited by applicable Law. The indemnification and advancement obligations of the Indemnifying Parties pursuant to this Section 7.06(a) shall extend to acts or omissions occurring at or before the Partnership Merger Effective Time and any Claim relating thereto (including with respect to any acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Offer) (Mergers and the Contemplated Transactions, including losses incurred the consideration and approval thereof and the process undertaken in connection with such person's serving therewith and any Claim relating thereto), and all rights to indemnification and advancement conferred hereunder shall continue as to a trustee person who has ceased to be a director, officer, trustee, employee, agent, or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) Subsidiaries after the date hereof and shall inure to the full extent permitted by benefit of such person’s heirs, executors and personal and legal representatives. None of the DGCLIndemnifying Parties shall settle, such right compromise or consent to include the right to advancement of expenses incurred in the defense entry of any action judgment in any actual or suit threatened Action in respect of which indemnification has been or could be sought by such Indemnified Party hereunder unless the Indemnifying Parties agree to honor the indemnification obligations hereunder and unless such settlement, compromise or judgment includes an unconditional release of such Indemnified Party from all liability arising out of such Action or such Indemnified Party otherwise consents thereto. Any Indemnified Party wishing to claim indemnification under this Section 7.06, upon learning of any such Claim, shall promptly notify the Company and, after statements therefor are received to the fullest extent permitted by lawREIT Merger Effective Time, the Surviving Entity; provided that the Indemnified Party failure to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding the foregoing, an Indemnifying Party so notify shall not be liable for any settlement affect the obligations of any claim effected without the Company and the Surviving Entity except to the extent, if any, such Indemnifying Party's written consent, which consent shall not be unreasonably withheld. Parent will cooperate in the defense of any failure to promptly notify materially and adversely prejudices such matterparty.

Directors’ and Officers’ Indemnification and Insurance. (a) Until In the expiration event of all applicable statutes any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any person who is now, or has been at any time prior to the date of limitationsthis Agreement, from and after or who becomes prior to the consummation Effective Time, a director or officer or employee of Seller or any of its subsidiaries (the "Indemnified Parties") is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director, officer or employee of the OfferSeller, any of the Company shall and Parent shall cause the Company (Seller's subsidiaries or any successor to of their respective predecessors or (ii) this Agreement or any of the Company) totransactions contemplated hereby, and from and whether in any case asserted or arising before or after the Effective Time, Parent the parties hereto agree to cooperate and Surviving Corporation shalluse their best efforts to defend against and respond thereto. It is understood and agreed that after the Effective Time, indemnify, defend the Buyer shall indemnify and hold harmless harmless, as and to the present and former officers and directors of the Company and its Subsidiaries (fullest extent permitted by law, each an "INDEMNIFIED PARTY") such Indemnified Party against all any losses, claims, damages, liabilities, feescosts, penalties and expenses (including reasonable attorney's fees and disbursements of counsel and judgments, fines, losses, claims, liabilities and amounts paid expenses in settlement arising out of actions or omissions occurring at or before the consummation advance of the Offer) (including losses incurred in connection with such person's serving as a trustee or other fiduciary in any entity if such service was at the request or for the benefit of the Company or any of its subsidiaries) to the full extent permitted by the DGCL, such right to include the right to advancement of expenses incurred in the defense final disposition of any action claim, suit, proceeding or suit promptly after statements therefor are received investigation to each Indemnified Party to the fullest extent permitted by law upon receipt of any undertaking required by applicable law; provided that ), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether asserted of arising before or after the Effective Time), the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with the Buyer; provided, however, that (w) the Buyer shall have the right to assume the defense thereof and upon such assumption the Buyer or the Surviving Bank shall not be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by any Indemnified Party in connection with the defense thereof, except that if the Buyer elects not to whom assume such defense or counsel for the Indemnified Parties and reasonably advises the Indemnified Parties that there are issues which raise conflicts of interest between the Buyer and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with the Buyer, and the Buyer shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties, (x) the Buyer shall be obligated pursuant to this paragraph to pay for only one firm of counsel for all Indemnified Parties, unless the proposed counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are advanced provides an undertaking issues which raise conflicts of interest among such parties, in which case the Buyer shall pay the reasonable fees and expenses of one additional counsel to repay the extent necessary to avoid such advance if it is ultimately determined that such party is not entitled to indemnification. Notwithstanding conflict, (y) the foregoing, an Indemnifying Party Buyer shall not be liable for any settlement of any claim effected without such Indemnifying Party's its prior written consent, consent (which consent shall not be unreasonably withheld. Parent will cooperate ) and (z) the Buyer shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that indemnification of such Indemnified Party in the defense manner contemplated hereby is prohibited by applicable law. Any Indemnified Party wishing to claim Indemnification under this Section 6.6, upon learning of any such matterclaim, action, suit, proceeding or investigation, shall notify the Buyer thereof, provided, that the failure to so notify shall not affect the obligations of the Buyer under this Section 6.6 except to the extent such failure to notify materially prejudices the Buyer. The Buyer's obligations under this Section 6.6 shall continue in full force and effect for a period of six (6) years from the Effective Time; provided, however, that all rights to indemnification in <PAGE> 39 respect of any claim asserted or made within such period shall continue until the final disposition of such claim.