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

Directors’ and Officers’ Indemnification and Insurance. (a) ASC agrees that all rights to indemnification now existing in favor of any employee, agent, director or officer of MeriStar and the MeriStar Subsidiaries (the "Indemnified Parties") as provided in their respective charters or by-laws, in an agreement between an Indemnified Party and MeriStar or one of the MeriStar Subsidiaries, or otherwise in effect on the date of this Agreement shall survive the Merger and shall continue in full force and effect for a period of not less than six years after the Effective Time; provided that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, employees or agents of MeriStar or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, including the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. (b) ASC agrees that, from and after the Effective Time, it shall cause the Surviving Corporation to maintain in effect for not less than six years from the Effective Time the current policies of the directors' and officers' liability insurance maintained by MeriStar; provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage with respect to matters occurring prior to the Effective Time; and provided, further, that the Surviving Corporation shall not be required to pay an annual premium in excess of 300% of the last annual premium paid by MeriStar prior to the date of this Agreement, and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11(b) it shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amount. (c) The provisions of this Section 5.11 are intended to be for the benefit of each Indemnified Party and his or her heirs and representatives.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC agrees that Parent shall cause the Surviving Entity to assume, and shall cause the Surviving Entity to comply with (including by providing the Company with sufficient funds to comply with), the obligations with respect to all rights to indemnification indemnification, advancement of expenses, and exculpation from liabilities, for acts or omissions occurring at or prior to the Effective Time now existing in favor of any employee, agent, director the current or officer former directors or officers of MeriStar and the MeriStar Subsidiaries (the "Indemnified Parties") Company as provided in their respective charters or by-laws, in an agreement between an Indemnified Party the certificate of incorporation and MeriStar or one bylaws of the MeriStar SubsidiariesCompany or any indemnification contract between such directors or officers and the Company (in each case, or otherwise as in effect on the date hereof), without further action, as of this Agreement the Effective Time, and such obligations shall survive the Merger Mergers and shall continue in full force and effect for a period in accordance with their terms. For the avoidance of not less than six years after doubt, the Effective Time; provided that in the event any claim or claims are asserted or made within such six-year periodapplicable rights of indemnification, all rights to indemnification in respect advancement of any such claim or claims shall continue until final disposition of any expenses, and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties exculpation contemplated by this Section 7.05 and pursuant to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, employees or agents of MeriStar or any terms of the MeriStar Subsidiaries certificate of incorporation or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any bylaws of the MeriStar Subsidiaries, occurring Company as in effect at or prior to the Effective Time, including the transactions contemplated Time shall not be impaired by this Agreement. Without limiting the generality any modification of the foregoing, in the event any such Indemnified Party is or becomes involved terms in any capacity in any action, proceeding amendment or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at restatement of such certificate of incorporation or after, bylaws following the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. (b) ASC agrees thatParent shall obtain, from and after at the Effective Time, it shall cause a prepaid (or “tail”) directors’ and officers’ liability insurance policy in respect of acts or omissions occurring at or prior to the Surviving Corporation to maintain in effect Effective Time for not less than six years from the Effective Time Time, covering each Person currently covered by the current policies of the Company’s directors' ’ and officers' ’ liability insurance maintained by MeriStar; provided that the Surviving Corporation may substitute therefor policies (a true and complete copy of at least the same coverage containing which has been heretofore made available to Parent), on terms and conditions which are no less advantageous, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage with respect to matters occurring prior to such coverage and amounts no less favorable than those of such policy in effect on the Effective Timedate hereof; and provided, furtherhowever, that in no event shall the Surviving Corporation shall not Entity be required to pay expend pursuant to this Section 7.05(b) an annual premium aggregate amount in excess of 300% of the last annual premium paid by MeriStar prior to the date of this AgreementCompany for such insurance; provided, and further, that, if the Surviving Corporation is unable aggregate amount necessary to obtain the procure such insurance required by this Section 5.11(b) it coverage exceeds such maximum amount, Parent shall obtain only be obligated to provide as much comparable insurance coverage as possible may be obtained for an annual premium equal to such maximum amount. (c) The provisions In the event the Surviving Entity or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving limited liability company or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Surviving Entity, as the case may be, or at Parent’s option, Parent, shall assume the obligations set forth in this Section 5.11 are intended to be for the benefit of each Indemnified Party and his or her heirs and representatives7.05.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC agrees that From and after the Effective Time the Surviving Entity shall, and Parent shall cause the Surviving Entity to, (i) indemnify and hold harmless, against any costs or expenses (including attorney’s fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, and provide advancement of expenses to, all rights to indemnification now existing in favor past and present directors and officers of any employee, agent, director or officer of MeriStar the Company and the MeriStar Company Subsidiaries (the "in all of their capacities) (“Indemnified Parties"”) to the same extent such persons are indemnified or have the right to advancement of expenses as provided in their respective charters or by-laws, in an agreement between an Indemnified Party and MeriStar or one of the MeriStar Subsidiaries, or otherwise in effect on the date of this Agreement shall survive by the Merger Company pursuant to the Company’s Constituent Documents and shall continue indemnification agreements, if any, in full force existence on the date hereof with any directors and effect officers of the Company and the Company Subsidiaries and provided to Parent prior to the date hereof, and (ii) cause to be maintained for a period of not less than six years after the Effective Time; provided that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, employees or agents of MeriStar or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, including the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. (b) ASC agrees that, from and after the Effective Time, it shall cause the Surviving Corporation to maintain in effect for not less than six years from the Effective Time the current policies of the directors' ’ and officers' ’ liability insurance and fiduciary liability insurance maintained by MeriStar; the Company (provided that the Surviving Corporation Entity (or any successor) may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are are, in the aggregate, no less advantageous, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage advantageous to the insured) with respect to matters claims arising from facts or events that occurred on or before the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Transactions contemplated hereby); provided, that in no event shall the Surviving Entity be required to expend more than 125% of the amount expended by the Company and the Company Subsidiaries to maintain or procure such directors’ and officers’ insurance liability insurance and fiduciary liability insurance immediately prior to the Effective Time; and provided, further, that . (b) If the Surviving Corporation Entity or any of its successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be required the continuing or Surviving Entity or entity of such consolidation or merger or (ii) shall transfer a majority of its properties and assets, then, and in each such case, Parent will make or cause to pay an annual premium in excess of 300% be made proper provisions so that the successors and assigns of the last annual premium paid by MeriStar prior to Surviving Entity shall assume all of the date of this Agreement, and if the Surviving Corporation is unable to obtain the insurance required by obligations set forth in this Section 5.11(b) it shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amount. (c) The provisions of this Section 5.11 are intended to be 6.6 for the benefit of each the Indemnified Party Parties and his have at least substantially equal financial ability as the Company (immediately prior to such transaction) to satisfy the obligations of the parties pursuant to this Section 6.6 prior to such merger, consolidation or her heirs and representativestransfer becoming effective.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC agrees From and after the Effective Time, Parent shall cause the Surviving Company to agree that all rights it will indemnify and hold harmless each present and former director and officer of the Company or any of its subsidiaries (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, settlements, damages or liabilities incurred in connection with any actual or threatened Actions, whether civil, criminal, administrative or investigative and whether formal or informal, arising out of, relating to indemnification now or in connection with matters existing in favor of any employee, agent, or occurring at or prior to the Effective Time (including the fact that such Person is or was a director or officer of MeriStar the Company or any of its subsidiaries or any acts or omissions occurring or alleged to occur (including acts or omissions with respect to the approval of this Agreement or the transactions contemplated hereby or arising out of or pertaining to the transactions contemplated hereby and actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party) prior to the MeriStar Subsidiaries (Effective Time), whether asserted or claimed prior to, at or after the "Indemnified Parties") as provided in their respective charters or by-lawsEffective Time, in an agreement between an Indemnified Party and MeriStar or one to the fullest extent that the Company would have been permitted under the Laws of the MeriStar Subsidiaries, or otherwise Cayman Islands and its Memorandum of Association in effect on the date of this Agreement to indemnify such Person and Parent or the Surviving Company shall survive advance expenses (including reasonable legal fees and expenses) incurred in the Merger defense of any Action, including any expenses incurred in successfully enforcing such Person’s rights under this ‎Section 6.10. (b) Parent shall cause the Surviving Company to honor and perform the obligations under any indemnification provision and any exculpation provision in the in the Company’s Memorandum of Association. The provisions in the Surviving Company’s memorandum and articles of association with respect to indemnification, advancement of expenses and exculpation of former or present directors and officers shall continue be no less favorable to such directors and officers than such provisions contained in full force and the Company’s Memorandum of Association in effect as of the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of not less than six years after the Effective Time; provided Time in any manner that in would adversely affect the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect thereunder of any such claim or claims shall continue until final disposition of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted Party except as required by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, employees or agents of MeriStar or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, including the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewithLaw. (bc) ASC agrees thatParent shall maintain, from and after the Effective Time, it or shall cause the Surviving Corporation Company to maintain maintain, at no expense to the beneficiaries, in effect for not less than at least six years from the Effective Time the current policies of the directors' ’ and officers' ’ liability insurance and fiduciary liability insurance maintained by MeriStar; the Company (provided that Parent or the Surviving Corporation Company may substitute therefor policies of at least the same coverage containing terms and conditions which are no not less advantageous, taken as a whole, and provided that such substitution shall not result in advantageous to any gaps or lapses in coverage beneficiary thereof) with respect to matters existing or occurring at or prior to the Effective TimeTime and from insurance carriers having at least an “A” rating by A.M. Best with respect to directors’ and officers’ liability insurance; and provided, furtherhowever, that after the Effective Time, Parent and the Surviving Corporation Company shall not be required to pay pursuant to this ‎Section 6.10‎(c) more than an annual premium in excess of amount per annum equal to 300% of the last annual premium paid by MeriStar the Company prior to the date hereof in respect of this Agreementthe coverage required to be obtained pursuant hereto under each such policy, but in such case shall purchase as much coverage as reasonably practicable for such amount. In addition, at Parent’s request, the Company shall purchase from insurance carriers with comparable credit ratings, no later than the Effective Time, a six-year prepaid “tail policy” providing at least the same coverage and amounts containing terms and conditions that are no less advantageous to the insured than the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its subsidiaries with respect to claims arising from facts or events that occurred at or before the Effective Time, including the transactions contemplated hereby, and if from insurance carriers having at least an “A” rating by A.M. Best with respect to directors’ and officers’ liability insurance. In the event Parent elects for the Company to purchase such a “tail policy”, the Surviving Corporation is unable Company shall (and Parent shall cause the Surviving Company to) maintain such “tail policy” in full force and effect and continue to obtain honor their respective obligations thereunder. Parent agrees to honor and perform under, and to cause the insurance required Surviving Company to honor and perform under, for a period of six years after the Effective Time, all indemnification agreements by this Section 5.11(b) it shall obtain and among the Company or any of its subsidiaries and any Indemnified Party as much comparable insurance in effect as possible for an annual premium equal to such maximum amountof the Effective Time. (cd) If Parent or the Surviving Company or any of their respective successors or assigns (i) shall consolidate or amalgamate with or merge into any other corporation or entity and shall not be the continuing, merged or surviving company or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then, and in each such case, proper provisions shall be made so that the successors and assigns of Parent or the Surviving Company shall assume all of the obligations set forth in this ‎Section 6.10. (e) The provisions of this Section 5.11 ‎Section 6.10 shall survive the Merger and, following the Effective Time, are intended to be for the benefit of, and shall be enforceable by, each of each the Indemnified Party Parties and his or her their heirs and representativesRepresentatives, each of which shall be a third party beneficiary of the provisions of this ‎Section 6.10. (f) The rights of the Indemnified Parties under this ‎Section 6.10 shall be in addition to any rights such Indemnified Parties may have under the Memorandum of Association of the Company or the comparable governing instruments of any of its subsidiaries, or under any applicable Contracts or Laws. Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or its officers, directors and employees, it being understood that the indemnification provided for in this ‎Section 6.10 is not prior to, or in substitution for, any such claims under any such policies.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC agrees that The Surviving Corporation shall (i) indemnify and hold harmless, and provide advancement of expenses to, all rights to indemnification now existing in favor past and present directors, officers and employees of any employeeXxxx-XxXxx, agent, director or officer of MeriStar Oryx and the MeriStar Subsidiaries (the "Indemnified Parties") as provided in their respective charters Subsidiaries to the same extent such persons are indemnified or by-laws, in an agreement between an Indemnified Party and MeriStar or one have the right to advancement of the MeriStar Subsidiaries, or otherwise in effect on expenses as of the date of this Agreement shall survive by Xxxx-XxXxx, Oryx or their respective Subsidiaries pursuant to Xxxx-XxXxx'x, Oryx's or such Subsidiary's certificate of incorporation, by-laws or other constituent documents and indemnification agreements, if any, in existence on the Merger date hereof with any such directors, officers and shall continue employees for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in full force connection with the approval of this Agreement and effect the consummation of the transactions contemplated hereby); and (ii) cause to be maintained for a period of not less than six years after the Effective Time; provided that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, employees or agents of MeriStar or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, including the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. (b) ASC agrees that, from and after the Effective Time, it shall cause the Surviving Corporation to maintain in effect for not less than six years from the Effective Time the current policies of the directors' and officers' liability insurance and fiduciary liability insurance maintained by MeriStar; Xxxx-XxXxx, Oryx or their respective Subsidiaries (provided that the Surviving Corporation (or any successor) may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are are, in the aggregate, no less advantageous, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage advantageous to the insured) with respect to matters occurring prior to claims arising from facts or events that occurred on or before the Effective TimeTime (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby); provided, however, that in no event shall the Surviving Corporation be required to expend in any one year an amount in excess of 200% of the annual premiums currently paid by Xxxx-XxXxx and Oryx for such insurance; and, provided, further, that if the annual premiums of such insurance coverage exceed such amount, the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not be required to pay an annual premium in excess exceeding such amount. In addition, from and after the Effective Time, directors and officers of 300% Oryx who become directors or officers of the last annual premium paid by MeriStar prior to the date of this Agreement, and if the Surviving Corporation is unable will be entitled to obtain the insurance required by this Section 5.11(b) it shall obtain same indemnity rights and protections as much comparable insurance as possible for an annual premium equal are afforded to such maximum amountthe directors and officers of the Surviving Corporation. (cb) The provisions of this Section 5.11 5.7 (i) are intended to be for the benefit of of, and will be enforceable by, each Indemnified Party and indemnified party, his or her heirs and representativeshis or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC agrees The Certificate of Incorporation and Bylaws of the Surviving Corporation shall contain the same provisions with respect to indemnification, advancement and director exculpation as are set forth in the Certificate of Incorporation and Bylaws of the Company on the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that all would affect adversely the rights thereunder of persons who at any time prior to indemnification now existing the Effective Time were entitled to indemnification, advancement or exculpation under the Certificate of Incorporation or Bylaws of the Company in favor respect of any employeeactions or omissions occurring at or prior to the Effective Time (including, agentwithout limitation, the transactions contemplated by this Agreement), unless such modification is required by Law. (b) The Company shall, to the fullest extent permitted under applicable Law and regardless of whether the Merger becomes effective, indemnify and hold harmless, and, after the Effective Time, Parent and the Surviving Corporation shall, to the fullest extent permitted under applicable Law, indemnify and hold harmless, each present and former director or officer of MeriStar the Company and each Company Subsidiary and each such person that served at the MeriStar Subsidiaries request of the Company or any Company Subsidiary as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, the "Indemnified Parties") as provided against all costs and expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in their respective charters connection with any claim, action, suit, proceeding or by-laws, in an agreement between an Indemnified Party and MeriStar investigation (whether arising before or one of the MeriStar Subsidiaries, or otherwise in effect on the date of this Agreement shall survive the Merger and shall continue in full force and effect for a period of not less than six years after the Effective Time; provided ), whether civil, administrative or investigative, arising out of or pertaining to any action or omission in their capacities as officers or directors, in each case occurring before the Effective Time (including the transactions contemplated by this Agreement). The Company (or from and after the Effective Time, Parent and Surviving Corporation) will be entitled to participate in and, to the extent that in may desire, assume the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect defense of any action, with counsel reasonably satisfactory to the Indemnified Party; provided, however, if any Indemnified Party reasonably believes that, by reason of an actual or potential conflict of interest, it is advisable for such claim Indemnified Party to be represented by separate counsel, or claims if the Company (or from and after the Effective Time, Parent and Surviving Corporation) shall continue until final disposition fail to assume responsibility for such defense, such Indemnified Party may retain counsel reasonably satisfactory to Company (or from and after the Effective Time, Parent and Surviving Corporation) who will represent such Indemnified Party and the Company (or from and after the Effective Time, Parent and Surviving Corporation) shall pay all reasonable legal fees and expenses of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties counsel promptly as statements therefore are received to the fullest extent permitted by applicable law with respect to all acts and omissions arising out Law upon receipt of such individuals' services as officers, directors, employees or agents of MeriStar or any undertaking contemplated by Section 145(e) of the MeriStar Subsidiaries DGCL. The Indemnified Parties and the Company (or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, including the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. (b) ASC agrees that, from and after the Effective Time, it Parent and Surviving Corporation) shall cause cooperate in the defense of any such matter; provided, however, that neither the Company, Parent nor the Surviving Corporation shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld or delayed). (c) For a period of six years after the Effective Time, Parent shall cause to maintain be maintained in effect for not less than six years from the Effective Time the current policies of the directors' and officers' liability insurance policies maintained by MeriStarthe Company and shall pay the aggregate cost of maintaining such policies for such six (6) year period up to a maximum of $700,000 plus the amount of any refund or credit resulting from the termination of the Company's directors' and officers' liability insurance policies (the "Maximum Insurance Premium"); provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage with respect to matters occurring prior to the Effective Time; and provided, furtherhowever, that the Surviving Corporation shall not be required Company agrees to pay an annual premium cooperate in excess of 300% of the last annual premium paid by MeriStar prior to the date of this Agreement, and if the Surviving Corporation is unable good faith with Parent in order to obtain the insurance required by this Section 5.11(b) it shall obtain as much comparable insurance as possible lowest premium for an annual premium equal to the above-referenced coverage. In the event that such maximum amountinsurance Premium is insufficient for the above-referenced coverage, the Company may spend up to the Maximum Insurance Premium to purchase such lesser coverage that may be obtained for the Maximum Insurance Premium. (cd) The provisions of this Section 5.11 are This SECTION 6.06 is intended to be for the benefit of each of, and shall be enforceable by, the Indemnified Party Parties and his or her their heirs and representativespersonal representatives and shall be binding on the Surviving Corporation and its successors and assigns. In the event the Company or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each case, proper provision shall be made so that the successors and assigns of the Company or the Surviving Corporation, as the case may be, honor the indemnification obligations set forth in this SECTION 6.06.

Directors’ and Officers’ Indemnification and Insurance. The Surviving Corporation shall, and Newco shall cause the Surviving Corporation to, (ai) ASC agrees that indemnify and hold harmless, and provide advancement of expenses to, all rights to indemnification now existing in favor past and present directors, officers and employees of any employee, agent, director or officer of MeriStar PNU and the MeriStar its Subsidiaries (in all of their capacities), to the "Indemnified Parties") same extent such persons are indemnified or have the right to advancement of expenses as provided in their respective charters or by-laws, in an agreement between an Indemnified Party and MeriStar or one of the MeriStar Subsidiaries, or otherwise in effect on the date of this Agreement shall survive by PNU pursuant to PNU's certificate of incorporation, by-laws and indemnification agreements, if any, in existence on the Merger date hereof with any directors, officers and shall continue employees of PNU and its Subsidiaries for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in full force connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (ii) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and by-laws for a period of not less than six years after the Effective Time; provided that , the current provisions regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses contained in the event any claim or claims are asserted or made within such sixcertificate of incorporation and by-year periodlaws of PNU, all rights as the case may be, and (iii) cause to indemnification in respect be maintained for a period of any such claim or claims shall continue until final disposition of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, employees or agents of MeriStar or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, including the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. (b) ASC agrees that, from and after the Effective Time, it shall cause the Surviving Corporation to maintain in effect for not less than six years from after the Effective Time the current policies of the directors' and officers' liability insurance and fiduciary liability insurance maintained by MeriStar; PNU (provided that the Surviving Corporation (or any successor) may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are are, in the aggregate, no less advantageous, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage advantageous to the insured) with respect to matters occurring prior to claims arising from facts or events that occurred on or before the Effective Time; and provided, however, that in no event shall the Surviving Corporation be required to expend in any one year an amount in excess of 200% of the annual premiums currently paid by PNU for such insurance; and, provided, further, that if the annual premiums of such insurance coverage exceed such amount, the Surviving Corporation shall not be required to pay an annual premium in excess of 300% of the last annual premium paid by MeriStar prior to the date of this Agreement, and if the Surviving Corporation is unable obligated to obtain a policy with the insurance required by this Section 5.11(b) it shall obtain as much comparable insurance as possible greatest coverage available for an annual premium equal to a cost not exceeding such maximum amount. (c) The provisions of this Section 5.11 are intended to be for the benefit of each Indemnified Party and his or her heirs and representatives.

Directors’ and Officers’ Indemnification and Insurance. 7.13.1 FENB shall purchase a policy of officers’ and directors’ liability insurance with terms comparable to the policy currently in effect which provides coverage (athe “Tail Coverage”) ASC agrees for a period of six (6) years from the Effective Time for claims arising from facts or events that all occurred prior to the Effective Time (the “Tail Policy”); provided, however, that the total cost of the premiums for such Tail Policy shall not exceed $250,000. 7.13.2 From and after the Effective Time, CUNB shall, and shall cause the Surviving Bank or any other entity resulting from the transactions contemplated by this Agreement and the several agreements referenced herein and appended hereto to: (i) maintain and preserve the rights to indemnification now existing of officers and directors provided for in favor the Articles of any employeeIncorporation, agent, director or officer and bylaws of MeriStar and the MeriStar Subsidiaries (the "Indemnified Parties") FENB as provided in their respective charters or by-laws, in an agreement between an Indemnified Party and MeriStar or one of the MeriStar Subsidiaries, or otherwise in effect on the date of this Agreement shall survive the Merger and shall continue in full force and effect for a period of not less than six years after the Effective Time; provided that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law Date with respect to all acts indemnification for liabilities and omissions claims arising out of such individuals' services as officersacts, directorsomissions, employees events, matters or agents of MeriStar circumstances occurring or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring existing prior to the Effective Time, including including, without limitation, the transactions contemplated by this Agreement. Without limiting Merger and the generality of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the other transactions contemplated by this Agreement, occurring to the extent such rights to indemnification are not in excess of that permitted by Law or Governmental Entities; and (ii) provide the FENB Directors appointed to the CUNB Board of Directors as required by this Agreement with the same coverage under CUNB and/or CUB’s directors and officer’s liability insurance policies as is provided to CUNB and/or CUB’s directors serving on their respective Boards as of the Effective Time and for the period commencing at or after, the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. (b) ASC agrees that, from and after the Effective Time, it shall cause the Surviving Corporation to maintain in effect for not less than six years from the Effective Time the current policies of the directors' and officers' liability insurance maintained by MeriStar; provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage with respect to matters occurring prior to the Effective Time; and provided, further, that the Surviving Corporation shall not be required to pay an annual premium in excess of 300% of the last annual premium paid by MeriStar prior to the date of this Agreement, and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11(b) it shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amount. (c) 7.13.3 The provisions of this Section 5.11 7.13 are intended to be for the benefit of, and shall be enforceable by, each director or officer of each Indemnified Party FENB and his or her heirs and representatives. 7.13.4 In the event that either CUNB or CUB, or any of their respective successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving bank or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of CUNB or CUB, as applicable shall assume the obligations set forth in this Section 7.13.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC The Parent agrees that all rights to indemnification now existing in favor of any employee, agent, director or officer of MeriStar the Company and the MeriStar Company Subsidiaries (the "Indemnified PartiesINDEMNIFIED PARTIES") as provided in their respective charters or by-laws, in an agreement between an Indemnified Party and MeriStar the Company or one of the MeriStar Company Subsidiaries, or otherwise in effect on the date of this Agreement hereof shall survive the Merger and shall continue in full force and effect for a period of not less than six years after from the Effective Time; provided that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. The Surviving Corporation shall Parent also agrees to indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, employees or agents of MeriStar the Company or any of the MeriStar Company Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar the Company or any of the MeriStar Company Subsidiaries, occurring prior to the Effective Time, Time including the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or afterprior to, and including, the Effective Time, the Surviving Corporation shall Parent will pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. (b) ASC The Parent agrees thatthat the Company and, from and after the Effective Time, it shall cause the Surviving Corporation shall cause to maintain be maintained in effect for not less than six years from the Effective Time the current policies of the directors' and officers' liability insurance maintained by MeriStarthe Company; provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous, taken as a whole, advantageous and provided that such substitution shall not result in any gaps or lapses in coverage with respect to matters occurring prior to the Effective Time; and provided, further, that the Surviving Corporation shall not be required to pay an annual premium in excess of 300100% of the last annual premium paid by MeriStar the Company prior to the date of this Agreement, hereof and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11(b5.10(b) it shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amount. (c) The provisions of this Section 5.11 are intended to be for the benefit of each Indemnified Party and his or her heirs and representatives.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC agrees Aytu and Merger Sub agree that all rights to indemnification indemnification, advancement of expenses, and exculpation by the Target now existing in favor of each Person who is now, or has been at any employee, agent, time prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Target or officer any of MeriStar and the MeriStar its Subsidiaries (the each an "Indemnified PartiesParty") as provided in their respective charters or by-lawsthe Charter Documents of the Target, in an agreement between an Indemnified Party and MeriStar or one of the MeriStar Subsidiaries, or otherwise each case as in effect on the date of this Agreement Agreement, or pursuant to any other Contracts in effect on the date hereof and disclosed in Section 5.11 of the Target Disclosure Letter, shall be assumed by the Surviving Corporation in the Merger, without further action, at the Effective Time and shall survive the Merger and shall continue remain in full force and effect for in accordance with their terms. For a period of not less than six years after from the Effective Time, the Surviving Corporation shall, and Aytu shall cause the Surviving Corporation to, maintain in effect the exculpation, indemnification, and advancement of expenses equivalent to the provisions of the Charter Documents of the Target as in effect immediately prior to the Effective Time with respect to acts or omissions by any Indemnified Party 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 Indemnified Party; provided that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any claim made for indemnification within such claim or claims period shall continue until final the disposition of any and all such claims. action or resolution of such claim. (b) The Surviving Corporation shall, and Aytu shall indemnify all Indemnified Parties cause the Surviving Corporation to: (i) obtain as of the Effective Time "tail" insurance policies with a claims period of six years from the Effective Time with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the fullest extent permitted by applicable law Indemnified Parties, in each case with respect to all acts and omissions claims arising out of such individuals' services as officers, directors, employees or agents of MeriStar relating to events which occurred before or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to at the Effective Time, Time (including in connection with the transactions contemplated by this Agreement. Without limiting the generality of the foregoing); provided, however, that in the no event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, the Effective Time, will the Surviving Corporation shall pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. (b) ASC agrees that, from and after the Effective Time, it shall cause the Surviving Corporation to maintain in effect for not less than six years from the Effective Time the current policies of the directors' and officers' liability insurance maintained by MeriStar; provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage with respect to matters occurring prior to the Effective Time; and provided, further, that the Surviving Corporation shall not be required to pay an annual expend a total premium for such coverage in excess of 300% of the last annual premium paid by MeriStar the Target or any of its Subsidiaries for such insurance prior to the date of this Agreement, and if the Surviving Corporation which amount is unable to obtain the insurance required by this set forth in Section 5.11(b) it shall obtain as much comparable of the Target Disclosure Letter (the "Maximum Premium"). If such insurance as possible for coverage cannot be obtained at an annual premium equal to such maximum amountor less than the Maximum Premium, the Surviving Corporation will obtain, and Aytu will cause the Surviving Corporation to obtain, the greatest coverage available for a cost not exceeding an annual premium equal to the Maximum Premium. (c) The obligations of Aytu, Merger Sub, and the Surviving Corporation under this Section 5.11 shall survive the consummation of the Merger and shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party to whom this Section 5.11 applies without the consent of such affected Indemnified Party (it being expressly agreed that the Indemnified Parties to whom this Section 5.11 applies shall be third party beneficiaries of this Section 5.11, each of whom may enforce the provisions of this Section 5.11 are intended 5.11). (d) In the event Aytu, the Surviving Corporation, or any of their respective successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger; or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of Aytu or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 5.11. The agreements and covenants contained herein shall not be deemed to be for the benefit exclusive of each any other rights to which any Indemnified Party is entitled, whether pursuant to Law, Contract, or otherwise. Nothing in this Agreement is intended to, shall be construed to, or shall release, waive, or impair any rights to directors' and his officers' insurance claims under any policy that is or her heirs has been in existence with respect to the Target or its officers, directors, and representativesemployees, it being understood and agreed that the indemnification provided for in this Section 5.11 is not prior to, or in substitution for, any such claims under any such policies.

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Xxxxxxxx shall (ai) ASC agrees that indemnify and hold harmless, and provide advancement of expenses to, all rights to indemnification now existing in favor past and present directors, officers and employees of any employee, agent, director or officer of MeriStar Tosco and the MeriStar its Subsidiaries (in all of their capacities) (A) to the "Indemnified Parties") same extent such persons are indemnified or have the right to advancement of expenses as provided in their respective charters or by-laws, in an agreement between an Indemnified Party and MeriStar or one of the MeriStar Subsidiaries, or otherwise in effect on the date of this Agreement shall survive by Tosco pursuant to Tosco's Amended and Restated Articles of Incorporation, By-laws and indemnification agreements, if any, in existence on the Merger date hereof with, or for the benefit of, any directors, officers and shall continue employees of Tosco and its Subsidiaries and (B) without limitation to clause (A), to the fullest extent permitted by law, in full force each case for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (ii) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) articles of incorporation and by-laws for a period of not less than six years after the Effective Time; provided that in the event any claim or claims are asserted or made within such six-year period, all rights to provisions regarding elimination of liability of directors, indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, directors and employees or agents and advancement of MeriStar or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, including the transactions contemplated by this Agreement. Without limiting the generality of the foregoingexpenses which are, in the event any such Indemnified Party is or becomes involved aggregate, no less advantageous to the intended beneficiaries than the corresponding provisions contained in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal current Amended and other expenses Restated Articles of Incorporation and By-laws of Tosco and (including the cost iii) cause to be maintained for a period of any investigation and preparation) incurred in connection therewith. (b) ASC agrees that, from and after the Effective Time, it shall cause the Surviving Corporation to maintain in effect for not less than six years from after the Effective Time the current policies of the directors' and officers' liability insurance and fiduciary liability insurance maintained by MeriStar; Tosco (provided that the Surviving Corporation Xxxxxxxx (or any successor) may substitute therefor one or more policies of at least the same coverage and amounts containing terms and conditions which are are, in the aggregate, no less advantageous, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage advantageous to the insured) with respect to matters occurring prior to claims arising from facts or events that occurred on or before the Effective Time; and provided, furtherhowever, that in no event shall Xxxxxxxx be required to expend in any one year an amount in excess of 200% of the Surviving Corporation annual premiums currently paid by Tosco for such insurance; and, provided further that if the annual premiums of such insurance coverage exceed such amount, Xxxxxxxx shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. The obligations of Xxxxxxxx under this Section 6.7 shall not be required terminated or modified in such a manner as to pay an annual premium in excess of 300% of the last annual premium paid by MeriStar prior adversely affect any indemnitee to the date of this Agreement, and if the Surviving Corporation is unable to obtain the insurance required by whom this Section 5.11(b) 6.7 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 6.7 applies shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amount. (c) The provisions be third-party beneficiaries of this Section 5.11 are intended to be for the benefit of each Indemnified Party and his or her heirs and representatives6.7).

Directors’ and Officers’ Indemnification and Insurance. (a) ASC After the Effective Time, Lilis shall indemnify, defend and hold harmless the present and former officers and directors of Brushy and its Subsidiaries in such capacities (“Indemnified Parties”) to the fullest extent permitted by Law, in each case against any losses, damages, fines, penalties, expenses (including attorneys’ fees and expenses) or liabilities resulting from any claim, liability, loss, damage, cost or expense, asserted against, or incurred by, an Indemnified Party that is based on the fact that such Indemnified Party is or was a director, officer, employee, fiduciary or agent of Brushy or its Subsidiaries and arising out of actions or omissions or alleged actions or omissions in their capacity as a director, officer, employee, fiduciary or agent of Brushy or its Subsidiaries occurring at or prior to the Effective Time (including in connection with this Agreement and the transactions and actions contemplated hereby). Lilis shall pay expenses in advance of the final disposition of any proceeding or threatened action, suit, proceeding, investigation or claim relating to any such acts or omissions or alleged acts or omissions (a “Proceeding”) to each Indemnified Party to the fullest extent permitted under applicable Law. Each Indemnified Party will be entitled to receive such advances from Lilis within ten Business Days of receipt by Lilis from the Indemnified Party of a request therefor; provided that any Person to whom expenses are advanced provides an undertaking, if and only to the extent required by Law, to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. Lilis shall not settle, compromise or consent to the entry of any judgment in any Proceeding (and in 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 Claim or such Indemnified Party otherwise consents. Lilis shall, and shall cause the Merger Sub to, cooperate in the defense of any such matter. Lilis agrees that all rights to exculpation, advancement of expenses and indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of any employee, agent, director or officer the current and former officers and directors of MeriStar and the MeriStar Subsidiaries (the "Indemnified Parties") Brushy as provided in their respective charters or by-lawsthe Organizational Documents of Brushy, in an agreement between an Indemnified Party and MeriStar or one each case in effect as of the MeriStar Subsidiariesdate hereof, or otherwise in effect on the date of this Agreement shall survive the Merger and shall continue in full force and effect for a period of not less than six years after the Effective Time; provided that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any accordance with their terms and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, employees or agents of MeriStar or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, including the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewithwithout amendment thereof. (b) ASC agrees thatPrior to the Closing, from Brushy shall purchase (after obtaining the written approval of Lilis, which approval shall not be unreasonably withheld, delayed, denied or conditioned), and after the Effective Time, it Time Lilis shall cause the Surviving Corporation Entity to maintain in effect for or, if Brushy has not less than already done so, Lilis shall purchase, tail directors’ and officers’ liability insurance coverage, at no expense to the beneficiaries, with a claims period of six years from the Effective Time the current policies of the directors' and officers' liability insurance maintained by MeriStar; provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageousTime, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage with respect to matters occurring prior to the Effective Time; directors and providedofficers of Brushy and its Subsidiaries, furtherwho, that the Surviving Corporation shall not be required to pay an annual premium in excess as of 300% of the last annual premium paid by MeriStar prior to the date of this Agreement, were covered by Brushy’s then-existing directors’ and if officers’ liability insurance with respect to claims arising from facts or events that occurred before the Surviving Corporation is unable Effective Time, from an insurance carrier with the same or better credit rating as Brushy’s then-current insurance carrier, in an amount and scope and on terms and conditions no less favorable to obtain such directors and officers than those in effect on the date of this Agreement; provided, however, that the annual premium for such insurance required shall not exceed 200% of the per annum rate of premium currently paid by Brushy and its Subsidiaries for such insurance on the date of this Section 5.11(b) it Agreement. In the event that the annual premium for such insurance exceeds such maximum amount, Lilis shall obtain purchase as much comparable insurance coverage per policy year as possible reasonably obtainable for an annual premium equal to such maximum amount. (c) The provisions of covenants in this Section 5.11 5.9 are intended to be for the benefit of, and shall be enforceable by, each of each the Indemnified Parties and their respective heirs and legal representatives. The indemnification provided for herein shall not be deemed exclusive of any other rights to which an Indemnified Party is entitled, whether pursuant to law, contract or otherwise. (d) In the event that Lilis, or any of its successors or assigns, (i) consolidates with or merges into any other Person and his shall not be the continuing or her heirs surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and representativesassets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Lilis shall succeed to the obligations set forth in this Section 5.9.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC From the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, Parent shall cause the Surviving Corporation to indemnify and hold harmless each officer and director of the Company and its subsidiaries (the “Indemnified Parties”), 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 arising out of matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby) and based upon the fact that the Indemnified Party is or was an officer or director of the Company or any of its subsidiaries, to the fullest extent permitted under applicable law. In the event of any such claim, action, suit, proceeding or investigation, (i) each Indemnified Party will be entitled to advancement of legal or other expenses incurred in the defense of any claim, action, suit, proceeding or investigation from Parent or the Surviving Corporation (including the reasonable cost of any investigation and preparation incurred in connection therewith) within ten (10) business days of receipt by Parent from the Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking, if and only to the extent required by the DGCL, to repay such advances if it is ultimately determined that such person is not entitled to indemnification, (ii) neither Parent nor Surviving Corporation shall settle, compromise or consent to 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 that is an actual, threatened or probable party), 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 (iii) Parent and the Surviving Corporation shall cooperate in the defense of any such matter. (b) The Company agrees that all rights to indemnification now and all limitations on liability existing in favor of any employeethe Indemnified Parties in the respective Certificate of Incorporation, agent, director By-Laws or officer of MeriStar and the MeriStar Subsidiaries (the "Indemnified Parties") as provided in their respective charters or by-laws, in an agreement between an Indemnified Party and MeriStar or one similar organizational documents of the MeriStar Subsidiaries, Company or otherwise any of its subsidiaries as in effect on as of the date of this Agreement with respect to matters occurring prior to the Effective Time shall survive the Merger and shall continue in full force and effect for a period of not less than six years after the Effective Time; provided that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, employees or agents of MeriStar or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, including the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. (b) ASC agrees that, from and after the Effective Time; provided, it that nothing contained in this Section 6.7(b) shall be deemed to preclude any liquidation, consolidation or merger of the Company or any of its subsidiaries, in which case all of such rights to indemnification and limitations on liability shall be deemed to so survive and continue notwithstanding any such liquidation, consolidation or merger. Parent agrees that if Parent itself, the Surviving Corporation or any of their successors or assigns (i) shall consolidate with or merge into other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or shall cease to continue to exist for any reason or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then, and in each case, proper provisions shall be made so that the successors and assigns of Parent or the Surviving Corporation and transferee or transferees of such properties and assets, as applicable, shall assume all of the obligations set forth in this Section 6.7. (c) Parent shall maintain, or cause the Surviving Corporation to maintain maintain, in effect for not less than six years from the Effective Time the current Time, policies of the directors' ’ and officers' ’ liability insurance maintained by MeriStar; provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which that are no not less advantageousadvantageous to the individual insureds than such policies currently maintained by Parent on the Company’s behalf, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage with respect to matters occurring prior to the Effective Time; and provided, however, that such policies may, in Parent’s sole discretion, be one or more “tail” policies for all or any portion of the full six-year period; and provided further, that if the Surviving Corporation shall not cost of such tail policies would be required to pay an annual premium in excess of 300200% of the last current annual premium paid by MeriStar prior for Parent’s existing policies that are allocated to the date of this AgreementCompany, and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11(b) it shall Parent will obtain as much comparable insurance coverage as possible can be obtained for an annual the remainder of such period for a premium equal to not in excess of such maximum amount. (cd) The Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.11 are 6.7 shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigation. (e) This covenant is intended to be for the benefit of, and shall be enforceable by, each of each the Indemnified Parties and their respective heirs and legal representatives. The indemnification provided for herein shall not be deemed exclusive of any other rights to which an Indemnified Party and his is entitled, whether pursuant to law, contract or her heirs and representativesotherwise.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC The Parent agrees that all rights the Certificate of Incorporation and By- laws of the Surviving Corporation will contain provisions with respect to exculpation and indemnification now existing in favor at least as favorable to employees, agents, directors or officers of any employee, agent, director or officer of MeriStar the Company and the MeriStar Company Subsidiaries (the "Indemnified Parties") as those provided in their respective charters the certificate of incorporation or ------------------- by-laws, in an agreement between an Indemnified Party and MeriStar or one laws of the MeriStar Subsidiaries, or otherwise Company as in effect on the date of this Agreement shall survive the Merger and shall continue in full force and effect hereof, which provisions will not be amended, repealed or otherwise modified for a period of not less than six years after from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who, immediately prior to the Effective Time, were directors, officers, employees or agents of the Company, unless such modification is required by law; provided provided, however, that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. The Surviving Corporation shall foregoing parties are expressly made third party beneficiaries to the provisions of this Section 5.9. The Parent also agrees to indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, employees or agents of MeriStar the Company or any of the MeriStar Company Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar the Company or any of the MeriStar Company Subsidiaries, occurring prior to the Effective Time, including the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or afterprior to, and including, the Effective Time, the Surviving Corporation shall Parent will pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. (b) ASC The Parent agrees thatthat the Company and, from at and after the Effective Time, it shall cause the Surviving Corporation shall cause to maintain be maintained in effect for not less than six years from the Effective Time the current policies of the directors' and officers' liability insurance maintained by MeriStarthe Company; provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous, taken at least as a whole, favorable and provided that such substitution shall not result in any gaps or lapses in coverage with respect to matters occurring prior to the Effective Time; and provided, further, that the Surviving Corporation shall not be required to pay an annual premium in excess of 300175% of the last annual premium paid by MeriStar the Company prior to the date of this Agreement, Agreement and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11(b5.9(b) it shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amount. (c) The provisions of this Section 5.11 are intended to be for the benefit of each Indemnified Party and his or her heirs and representatives.

Directors’ and Officers’ Indemnification and Insurance. The Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, (i) indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company and its Subsidiaries (in all of their capacities) (a) ASC agrees that all rights to indemnification now existing in favor the same extent such persons are indemnified or have the right to advancement of any employee, agent, director or officer expenses as of MeriStar and the MeriStar Subsidiaries (the "Indemnified Parties") as provided in their respective charters or by-laws, in an agreement between an Indemnified Party and MeriStar or one of the MeriStar Subsidiaries, or otherwise in effect on the date of this Agreement shall survive by the Merger Company pursuant to the Company's certificate of incorporation, bylaws and shall continue indemnification agreements, if any, in full force existence on the date hereof with any directors, officers and employees of the Company and its Subsidiaries and (b) without limitation to clause (a), to the fullest extent permitted by law, in each case for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (ii) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of not less than six years after the Effective Time; provided that , the current provisions regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses contained in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect certificate of any such claim or claims shall continue until final disposition of any incorporation and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, employees or agents of MeriStar or any bylaws of the MeriStar Subsidiaries or as trustees or fiduciaries Company and (iii) cause to be maintained for a period of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, including the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. (b) ASC agrees that, from and after the Effective Time, it shall cause the Surviving Corporation to maintain in effect for not less than six years from after the Effective Time the current policies of the directors' and officers' liability insurance and fiduciary liability insurance maintained by MeriStar; the Company (provided that the Surviving Corporation (or any successor) may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are are, in the aggregate, no less advantageous, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage advantageous to the insured) with respect to matters occurring prior to claims arising from facts or events that occurred on or before the Effective Time; and provided, further, that the Surviving Corporation shall not be required to pay an annual premium in excess of 300% of the last annual premium paid by MeriStar prior to the date of this Agreement, and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11(b) it shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amount. (c) The provisions of this Section 5.11 are intended to be for the benefit of each Indemnified Party and his or her heirs and representatives.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC agrees that The Surviving Corporation shall (i) indemnify and hold harmless, and provide advancement of expenses to, all rights to indemnification now existing in favor past and present directors, officers and employees of any employeeKerr-McGee, agent, director or officer of MeriStar Oryx and the MeriStar Subsidiaries (the "Indemnified Parties") as provided in their respective charters Subsidiaries to the same extent such persons are xxxxxxxxxxd or by-laws, in an agreement between an Indemnified Party and MeriStar or one have the right to advancement of the MeriStar Subsidiaries, or otherwise in effect on expenses as of the date of this Agreement shall survive by Kerr-McGee, Oryx or their respective Subsidiaries pursuant to Kerr-McGee's, Oryx's or sxxx Xxxxxxiary's certificate of incorporation, by-laws or othex xxxxxxxxxxt documents and indemnification agreements, if any, in existence on the Merger date hereof with any such directors, officers and shall continue employees for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in full force connection with the approval of this Agreement and effect the consummation of the transactions contemplated hereby); and (ii) cause to be maintained for a period of not less than six years after the Effective Time; provided that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, employees or agents of MeriStar or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, including the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. (b) ASC agrees that, from and after the Effective Time, it shall cause the Surviving Corporation to maintain in effect for not less than six years from the Effective Time the current policies of the directors' and officers' liability insurance and fiduciary liability insurance maintained by MeriStar; Kerr-McGee, Oryx or their respective Subsidiaries (provided that the Surviving Corporation Corporatxxx (xx xxy successor) may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are are, in the aggregate, no less advantageous, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage advantageous to the insured) with respect to matters occurring prior to claims arising from facts or events that occurred on or before the Effective TimeTime (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby); provided, however, that in no event shall the Surviving Corporation be required to expend in any one year an amount in excess of 200% of the annual premiums currently paid by Kerr-McGee and Oryx for such insurance; and, provided, further, that if the annual premxxxx xx xxch insurance coverage exceed such amount, the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not be required to pay an annual premium in excess exceeding such amount. In addition, from and after the Effective Time, directors and officers of 300% Oryx who become directors or officers of the last annual premium paid by MeriStar prior to the date of this Agreement, and if the Surviving Corporation is unable will be entitled to obtain the insurance required by this Section 5.11(b) it shall obtain same indemnity rights and protections as much comparable insurance as possible for an annual premium equal are afforded to such maximum amountthe directors and officers of the Surviving Corporation. (cb) The provisions of this Section 5.11 5.7 (i) are intended to be for the benefit of of, and will be enforceable by, each Indemnified Party and indemnified party, his or her heirs and representativeshis or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC Holdco agrees that all rights to indemnification now indemnification, advancement of expenses or exculpation (including all limitations on personal liability) existing in favor as of any employee, agent, director or officer of MeriStar and the MeriStar Subsidiaries (the "Indemnified Parties") as provided in their respective charters or by-laws, in an agreement between an Indemnified Party and MeriStar or one of the MeriStar Subsidiaries, or otherwise in effect on the date of this Agreement in favour of each present and former director, officer or employee of Xxxxxx or any of its Subsidiaries provided for in their respective Organisational Documents or in any agreement to which Xxxxxx or any of its Subsidiaries is a party in respect of actions or omissions occurring at or prior to the Effective Time (including actions or omissions occurring at or prior to the Effective Time arising out of the transactions contemplated by this Agreement) shall survive the Merger consummation of the Scheme and shall continue in full force and effect for in accordance with their terms. For a period of not less than six (6) years after the Effective Time, Holdco shall maintain in effect the provisions for indemnification, advancement of expenses or exculpation in the Organisational Documents of Xxxxxx and its Subsidiaries or in any agreement to which Xxxxxx or any of its Subsidiaries is a party and shall not amend, repeal or otherwise modify such provisions in any manner that would adversely affect the rights thereunder of any individuals who at any time prior to the Effective Time were directors, officers or employees of Xxxxxx or any of its Subsidiaries in respect of actions or omissions occurring at or prior to the Effective Time (including actions or omissions occurring at or prior to the Effective Time arising out of the transactions contemplated by this Agreement); provided provided, however, that in the event any claim claim, action, suit proceeding or claims are investigation is pending, asserted or made either prior to the Effective Time or within such six-six year period, all rights to indemnification indemnification, advancement of expenses or exculpation required to be continued pursuant to this Clause 7.3(a) in respect thereof shall continue until disposition thereof. From and after the Effective Time, Holdco shall assume, be jointly and severally liable for, and honour and guaranty, and shall cause Xxxxxx and its Subsidiaries to honour, in accordance with their respective terms, each of the covenants contained in this Clause 7.3 without limit as to time. (b) Holdco agrees that all rights to indemnification, advancement of expenses or exculpation (including all limitations on personal liability) existing as of the date of this Agreement in favour of each present and former director, officer or employee of Xxxxx or any of its Subsidiaries provided for in their respective Organisational Documents or in any agreement to which Xxxxx or any of its Subsidiaries is a party in respect of actions or omissions occurring at or prior to the Effective Time (including actions or omissions occurring at or prior to the Effective Time arising out of the transactions contemplated by this Agreement) shall survive the consummation of the Scheme and shall continue in full force and effect in accordance with their terms. For a period of six (6) years after the Merger Effective Time, Holdco shall maintain in effect the provisions for indemnification, advancement of expenses or exculpation in the Organisational Documents of Xxxxx and its Subsidiaries or in any agreement to which Xxxxx or any of its Subsidiaries is a party and shall not amend, repeal or otherwise modify such claim provisions in any manner that would adversely affect the rights thereunder of any individuals who at any time prior to the Merger Effective Time were directors, officers or claims employees of Xxxxx or any of its Subsidiaries in respect of actions or omissions occurring at or prior to the Merger Effective Time (including actions or omissions occurring at or prior to the Merger Effective Time arising out of the transactions contemplated by this Agreement); provided, however, that in the event any claim, action, suit, proceeding or investigation is pending, asserted or made either prior to the Merger Effective Time or within such six year period, all rights to indemnification, advancement of expenses or exculpation required to be continued pursuant to this Clause 7.3(b) in respect thereof shall continue until disposition thereof. From and after the Effective Time, Holdco shall assume, be jointly and severally liable for, and honour and guaranty, and shall cause Xxxxx and its Subsidiaries to honour, in accordance with their respective terms, each of the covenants contained in this Clause 7.3 without limit as to time. (c) At and after the Effective Time, each of Holdco and Xxxxxx shall, to the fullest extent permitted under applicable Law, indemnify and hold harmless each present and former director, officer or employee of Xxxxxx or any of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another company, joint venture, trust or other enterprise if such service was at the request or for the benefit of Xxxxxx or any of its Subsidiaries (each, together with his or her respective heirs and representatives, a “Xxxxxx Indemnified Party” and, collectively, the “Xxxxxx Indemnified Parties”) against all costs and expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any and all such claims. The Surviving Corporation shall indemnify all actual or threatened claim, suit, proceeding or investigation to each Xxxxxx Indemnified Parties Party to the fullest extent permitted by applicable law Law), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with respect to all acts and omissions any actual or threatened claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time), whether civil, criminal, administrative or investigative, arising out of or pertaining to any action or omission in such individuals' services person’s capacity as officersa director, directors, employees officer or agents employee of MeriStar Xxxxxx or any of the MeriStar its Subsidiaries or as trustees a director, officer, member, trustee or fiduciaries fiduciary of any plan another company, joint venture, trust or other enterprise if such service was at the request or for the benefit of employees, or otherwise on behalf of, MeriStar Xxxxxx or any of the MeriStar its Subsidiaries, in each case occurring or alleged to have occurred at or before the Effective Time (including actions or omissions occurring at or prior to the Effective Time arising out of the transactions contemplated by this Agreement). (d) At and after the Merger Effective Time, each of Holdco and Xxxxx shall, to the fullest extent permitted under applicable Law, indemnify and hold harmless each present and former director, officer or employee of Xxxxx or any of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another company, joint venture, trust or other enterprise if such service was at the request or for the benefit of Xxxxx or any of its Subsidiaries (each, together with his or her respective heirs and representatives, a “Xxxxx Indemnified Party” and, collectively, the “Xxxxx Indemnified Parties” and, collectively with the Xxxxxx Indemnified Parties, the “Indemnified Parties”) against all costs and expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Xxxxx Indemnified Party to the fullest extent permitted by Law), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any actual or threatened claim, action, suit, proceeding or investigation (whether arising before, at or after the Merger Effective Time), whether civil, criminal, administrative or investigative, arising out of or pertaining to any action or omission in such person’s capacity as a director, officer or employee of Xxxxx or any of its Subsidiaries or as a director, officer, member, trustee or fiduciary of another company, joint venture, trust or other enterprise if such service was at the request or for the benefit of Xxxxx or any of its Subsidiaries, in each case occurring or alleged to have occurred at or before the Merger Effective Time (including actions or omissions occurring at or prior to the Merger Effective Time arising out of the transactions contemplated by this Agreement). (e) For a period of six years from the Effective Time, Holdco shall cause to be maintained in effect (i) the coverage provided by the policies of directors’ and officers’ liability insurance and fiduciary liability insurance in effect as of the Completion Date maintained by Xxxxxx and its Subsidiaries with respect to matters arising on or before the Effective Time (provided that Holdco may substitute therefor policies with a carrier with comparable credit ratings to the existing carrier of at least the same coverage and amounts containing terms and conditions that are no less favourable to the insured) or (ii) a “tail” policy (which Xxxxxx may purchase at its option prior to the Effective Time, including the transactions contemplated and, in such case, Holdco shall cause such policy to be in full force and effect, and shall cause all obligations thereunder to be honoured by this Agreement. Without limiting the generality Xxxxxx) under Xxxxxx’x existing directors’ and officers’ insurance policy that covers those persons who are currently covered by Xxxxxx’x directors’ and officers’ insurance policy in effect as of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, date hereof for actions and omissions occurring at or after, prior to the Effective Time, is from a carrier with comparable credit ratings to Xxxxxx’x existing directors’ and officers’ insurance policy carrier and contains terms and conditions that are no less favourable to the Surviving Corporation shall pay insured than those of Xxxxxx’x directors’ and officers’ insurance policy in effect as incurred such Indemnified Party's legal and other expenses (including of the cost of any investigation and preparation) incurred in connection therewith. (b) ASC agrees date hereof; provided, however, that, from and after the Effective Time, it shall cause the Surviving Corporation to maintain in effect for not less than six years from the Effective Time the current policies of the directors' and officers' liability insurance maintained by MeriStar; provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage with respect to matters occurring prior to the Effective Time; and provided, further, that the Surviving Corporation Holdco shall not be required to pay an annual premium premiums in excess of 300% of the last annual premium paid by MeriStar Xxxxxx prior to the date hereof in respect of this Agreementthe coverages required to be obtained pursuant hereto, and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11(b) it but in such case shall obtain purchase as much comparable insurance coverage as possible reasonably practicable for an annual premium equal to such maximum amount. (cf) For a period of six years from the Merger Effective Time, Holdco shall cause to be maintained in effect (i) the coverage provided by the policies of directors’ and officers’ liability insurance and fiduciary liability insurance in effect as of the Completion Date maintained by Xxxxx and its Subsidiaries with respect to matters arising on or before the Merger Effective Time (provided that Holdco may substitute therefor policies with a carrier with comparable credit ratings to the existing carrier of at least the same coverage and amounts containing terms and conditions that are no less favourable to the insured) or (ii) a “tail” policy (which Xxxxx may purchase at its option prior to the Merger Effective Time, and, in such case, Holdco shall cause such policy to be in full force and effect, and shall cause all obligations thereunder to be honoured by Xxxxx) under Xxxxx’x existing directors’ and officers’ insurance policy that covers those persons who are currently covered by Xxxxx’x directors’ and officers’ insurance policy in effect as of the date hereof for actions and omissions occurring at or prior to the Merger Effective Time, is from a carrier with comparable credit ratings to Xxxxx’x existing directors’ and officers’ insurance policy carrier and contains terms and conditions that are no less favourable to the insured than those of Xxxxx’x directors’ and officers’ insurance policy in effect as of the date hereof; provided, however, that, after the Merger Effective Time, Holdco shall not be required to pay annual premiums in excess of 300% of the last annual premium paid by Xxxxx prior to the date hereof in respect of the coverages required to be obtained pursuant hereto, but in such case shall purchase as much coverage as reasonably practicable for such amount. (g) The rights of each Indemnified Party under this Clause 7.3 shall be in addition to, and not in limitation of, any other rights such Indemnified Party may have under the Organisational Documents of Xxxxxx or any of its Subsidiaries or the Organisational Documents of Xxxxx or any of its Subsidiaries, as applicable, any agreement, any insurance policy, the Act (or any other applicable Law) or otherwise. The provisions of this Section 5.11 are intended Clause 7.3 shall survive the consummation of the Acquisition and the Merger and shall not be terminated or modified in such a manner as to adversely affect any Indemnified Person without the written consent of such affected Indemnified Person (it being expressly agreed that the Indemnified Parties shall be for third party beneficiaries of this Clause 7.3 and shall be entitled to enforce the benefit of each covenants contained in this Clause 7.3). Holdco shall pay all reasonable expenses, including attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and his other obligations provided for in this Clause 7.3. (h) In the event Holdco or her heirs any of its respective successors or assigns (i) consolidates with or merges into any other Person and representativesshall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys more than 50% of its properties and assets to any Person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Holdco assume the obligations set forth in this Clause 7.3.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC agrees Parent and Merger Sub agree that all rights to indemnification indemnification, advancement of expenses and exculpation by the Company now existing in favor of each Person who is now, or has been at any employee, agent, time prior to the date hereof or who becomes prior to the Effective Time an officer or director or officer of MeriStar the Company and the MeriStar its Subsidiaries (the "each an “Indemnified Parties"Party”) as provided in their respective charters or by-lawsthe Company Charter Documents, in an agreement between an Indemnified Party and MeriStar or one of the MeriStar Subsidiaries, or otherwise each case as in effect on the date of this Agreement Agreement, or pursuant to any other Contracts in effect on the date hereof and disclosed in Section 6.08, shall be assumed by the Surviving Corporation in the Merger, without further action, at the Effective Time and shall survive the Merger and shall continue remain in full force and effect in accordance with their terms and will not be amended, repealed or otherwise modified for a period of not less than six (6) years from the Effective Time, and, in the event that any proceeding is pending or asserted or any claim made during such period, until the final disposition of such proceeding or claim. (b) For six (6) years after the Effective Time; provided that in , to the event any claim or claims are asserted or made within such six-year periodfullest extent permitted under applicable Law, all rights to indemnification in respect of any such claim or claims Parent and the Surviving Corporation (the “Indemnifying Parties”) shall continue until final disposition of indemnify, defend and hold harmless each Indemnified Party against any and all losses, claims, damages, liabilities, fees, costs or expenses (including reasonable attorney’s fees and costs of investigation), judgments and fines arising in whole or in part out of actions or omissions in their capacity as such claims. The Surviving Corporation shall indemnify all Indemnified Parties occurring at or prior to the Effective Time (including in connection with the transactions contemplated by this Agreement) to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, employees Law. Parent or agents of MeriStar or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, including the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, the Effective Time, the Surviving Corporation shall pay all costs and expenses set forth above promptly as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewithstatements therefor are received. (bc) ASC agrees thatThe Surviving Corporation shall, from and Parent shall cause the Surviving Corporation to, (i) maintain in effect for a period of six (6) years after the Effective Time, it shall cause the Surviving Corporation to maintain in effect for not less than six years from the Effective Time if available, the current policies of the directors' ’ and officers' ’ liability insurance maintained by MeriStar; the Company immediately prior to the Effective Time (provided that the Surviving Corporation may substitute therefor policies policies, of at least the same coverage and amounts and containing terms and conditions which that are no not less advantageousadvantageous to the directors and officers of the Company and its Subsidiaries when compared to the insurance maintained by the Company as of the date hereof), taken or (ii) obtain as of the Effective Time “tail” insurance policies with a wholeclaims period of six (6) years from the Effective Time with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers of the Company and its Subsidiaries, and provided that such substitution shall not result in any gaps or lapses in coverage each case with respect to matters occurring prior claims arising out of or relating to events which occurred before or at the Effective TimeTime (including in connection with the transactions contemplated by this Agreement); and provided, furtherhowever, that in no event will the Surviving Corporation shall not be required to pay expend an annual premium for such coverage in excess of 300% two hundred fifty percent (250%) of the last annual premium paid by MeriStar the Company for such insurance prior to the date of this Agreement, and if which amount is set forth on Section 6.08(c) of the Company Disclosure Letter (the “Maximum Premium”). If such insurance coverage cannot be obtained at an annual premium equal to or less than the Maximum Premium, the Surviving Corporation is unable will obtain, and Parent will cause the Surviving Corporation to obtain the obtain, that amount of directors’ and officers’ insurance required by this Section 5.11(b(or “tail” coverage) it shall obtain as much comparable insurance as possible obtainable for an annual premium equal to such maximum amountthe Maximum Premium. (cd) The obligations of Parent and the Surviving Corporation under this Section 6.08 shall survive the consummation of the Merger and shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party to whom this Section 6.08 applies without the consent of such affected Indemnified Party (it being expressly agreed that the Indemnified Parties to whom this Section 6.08 applies shall be third party beneficiaries of this Section 6.08, each of whom may enforce the provisions of this Section 5.11 are intended 6.08). (e) In the event Parent, the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be for made so that the benefit successors and assigns of each Indemnified Party and his Parent or her heirs and representativesthe Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 6.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC agrees that all rights to indemnification now existing in favor After the Closing Date Armada shall (i) indemnify and hold harmless, and provide advancement of any employeeexpenses to, agent, director or officer the present and former directors and officers of MeriStar Mesa and the MeriStar its Subsidiaries (the "“Indemnified Parties") as provided in their respective charters or by-lawsPersons”), in an agreement between an each case to the same extent the Indemnified Party and MeriStar Persons are indemnified or one have the right to advancement of expenses as of the MeriStar Subsidiariesdate hereof by Mesa pursuant to Mesa’s certificate of incorporation, or otherwise bylaws and any indemnification agreements in effect existence on the date of this Agreement shall survive the Merger and shall continue in full force and effect for a period of not less than six years after the Effective Time; provided that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of hereof with any such claim or claims shall continue until final disposition of Indemnified Persons (but in any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties event to the fullest extent permitted by applicable law Applicable Law) for acts or omissions occurring at or prior to the Closing Date (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby) and (ii) purchase as of the Closing Date a tail policy to the current policy of directors’ and officers’ liability insurance maintained by Mesa which tail policy shall be effective for a period from the Closing Date through and including the date two (2) years after the Closing Date with respect to all acts claims arising from facts or events that occurred on or before the Closing Date, and omissions arising out of such individuals' services as officerswhich tail policy shall contain substantially the same coverage and amounts as, directors, employees or agents of MeriStar or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, including the transactions contemplated by this Agreement. Without limiting the generality of the foregoingand contain terms and conditions no less advantageous than, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or afteraggregate, the Effective Time, the Surviving Corporation shall pay as incurred coverage currently provided by such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewithcurrent policy. (b) ASC agrees thatAny Indemnified Person wishing to claim indemnification under Section 6.6(a), from upon learning of any such Action, shall promptly notify Armada and the Mesa Sub thereof, but the failure to so notify shall not relieve Mesa Sub of any liability it may have to such Indemnified Person if such failure does not materially prejudice the indemnifying party. In the event of any such Action (whether arising before or after the Effective TimeClosing Date), it (i) Armada or Mesa Sub shall have the right to assume the defense thereof and neither Armada nor Mesa Sub shall be liable to such Indemnified Person for any legal expenses of other counsel or any other expense subsequently incurred by such Indemnified Person in connection with the defense thereof, except that if Armada or Mesa Sub elects not to assume such defense or counsel for the Indemnified Person advise that there are issues which raise conflicts of interest between Armada or Mesa Sub and such Indemnified Person, such Indemnified Person may retain counsel satisfactory to such Indemnified Person, and Armada shall, and shall cause Mesa Sub to, pay all reasonable fees and expenses of such counsel for such Indemnified Person promptly as statements therefor are received; provided, that Mesa Sub shall be obligated pursuant to this Section 6.6(b) to pay for only one (1) firm of counsel for all Indemnified Persons in any jurisdiction unless the Surviving Corporation to maintain use of one (1) counsel for all such Indemnified Persons would, in effect for not less than six years from the Effective Time the current policies opinion of the directors' and officers' liability insurance maintained by MeriStarsuch counsel, present such counsel with a conflict of interest; provided provided, further, that the Surviving Corporation may substitute therefor policies fewest number of at least counsel necessary to avoid such conflicts of interest shall be used, (ii) such Indemnified Person will cooperate with Armada in the same coverage containing terms defense of any such Action and conditions which are no less advantageous, taken as a whole, and provided that such substitution (iii) neither Armada nor Mesa Sub shall not result in be liable for any gaps or lapses in coverage with respect to matters occurring settlement effected without Armada’s prior to the Effective Timewritten consent; and provided, further, that the Surviving Corporation neither Armada nor Mesa Sub shall not be required have any obligation hereunder to pay an annual premium in excess any Indemnified Person if and when a court of 300% of the last annual premium paid by MeriStar prior to the date of this Agreementcompetent jurisdiction shall ultimately determine, and if such determination shall have become final, that the Surviving Corporation indemnification of such Indemnified Person in the manner contemplated hereby is unable to obtain the insurance required prohibited by this Section 5.11(b) it shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amountApplicable Law. (c) The Notwithstanding anything herein to the contrary, if any Action (whether arising before, at or after the Closing Date) is made against any Indemnified Persons, the provisions of this Section 5.11 6.6 shall continue in effect until the final disposition of such Action. (d) The covenants contained in this Section 6.6 are intended to be for the benefit of, and shall be enforceable by, each of each the Indemnified Party Persons and his or her their respective heirs and representativeslegal representatives and shall not be deemed exclusive of any other rights to which an Indemnified Person is entitled, whether pursuant to law, Contract or otherwise. (e) If Armada, Mesa Sub or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors or assigns of Armada or Mesa Sub, as the case may be, shall succeed to the obligations set forth in this Section 6.6.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC agrees that Purchaser and the Company agree that, to the maximum extent permitted by the laws of the State of Delaware or any other applicable Laws, (i) all rights to indemnification indemnification, advancement of expenses and exculpation from liability for acts or omissions occurring prior to the Closing Date now existing in favor of the current or former directors, officers or employees of the Company or any employeeof its Subsidiaries, agent, director or officer of MeriStar and the MeriStar Subsidiaries (the "Indemnified Parties") including as provided in their respective charters or bythe Certificate of Incorporation and By-laws, in an agreement between an Indemnified Party and MeriStar or one laws of the MeriStar SubsidiariesCompany or in any agreements between the Company or any of its Subsidiaries and any current or former directors, officers or otherwise employees of the Company identified in effect on Section 4.13 of the date of this Agreement shall Company Disclosure Schedule, will survive the Merger Closing and shall will continue in full force and effect in accordance with their respective terms for a period of not less than six years after the Effective Time; provided that Closing Date (or, in the event case of any claim or claims are asserted or made within such six-year periodagreement, in accordance with its terms), (ii) all rights to indemnification in respect indemnification, advancement of any such claim expenses and exculpation from liability for acts or claims shall continue until final disposition of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, employees or agents of MeriStar or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, including the transactions contemplated by this Agreement. Without limiting the generality Closing Date now existing in favor of the foregoingcurrent or former directors, in officers or employees of the event any such Indemnified Party is Company shall be presently vested contractual rights and shall not hereafter be eliminated or becomes involved limited in any capacity in way whatsoever, and (iii) with respect to any action, proceeding right to indemnification or investigation in connection with any matter, including advancement of expenses for acts or omissions occurring prior to the transactions contemplated by this Agreement, occurring at or afterClosing Date, the Effective TimeCompany shall be the indemnitor of first resort, responsible for all such indemnification or advancement, without regard to any right to indemnification or advancement that any director, officer or employee of the Surviving Corporation shall pay as incurred Company may have from any direct or indirect shareholder of the Company (or any affiliate of such Indemnified Party's legal shareholder) and other expenses (including the cost of any investigation and preparation) incurred in connection therewithwithout right to seek subrogation, indemnity or contribution. (b) ASC agrees thatAs of or prior to the Closing, from and after the Effective TimePurchaser shall purchase, it shall or cause the Surviving Corporation to maintain purchase, “tail” coverage for a period of six (6) years following the Closing Date under the directors and officers liability insurance policy of the Company, as in effect for not less than six years from the Effective Time the current policies of the directors' and officers' liability insurance maintained by MeriStar; provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage with respect to matters occurring prior to the Effective Time; and provided, further, that the Surviving Corporation shall not be required to pay an annual premium in excess of 300% of the last annual premium paid by MeriStar prior to on the date of this AgreementAgreement (the “Tail D&O Policy”), with coverage (including terms, conditions, retentions and limitations of liability) at least as favorable as the coverage under the existing Company policy. This Section 7.8 shall be for the benefit of, and if shall be enforceable by, the Surviving Corporation is unable to obtain current or former directors, officers and employees of the insurance required by this Section 5.11(b) it shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amountCompany, and their respective heirs, executors, administrators and estates. (c) The Notwithstanding anything set forth herein to the contrary, in the event of any conflict or other inconsistency between any of the provisions set forth in this Section 7.8, on the one hand, and Section 7.11, on the other hand, the terms of this Section 5.11 are intended to be for the benefit of each Indemnified Party and his or her heirs and representatives7.8 shall control.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC Verizon agrees that all rights to indemnification now indemnification, advancement of expenses or exculpation (including all limitations on personal liability) existing in favor as of any employee, agent, director or officer of MeriStar and the MeriStar Subsidiaries (the "Indemnified Parties") as provided in their respective charters or by-laws, in an agreement between an Indemnified Party and MeriStar or one of the MeriStar Subsidiaries, or otherwise in effect on the date of this Agreement in favour of each present and former director, officer or employee of Fleetmatics or any of its Subsidiaries provided for in their respective Organisational Documents or in any agreement to which Fleetmatics or any of its Subsidiaries is a party in respect of actions or omissions occurring at or prior to the Effective Time (including actions or omissions occurring at or prior to the Effective Time arising out of the transactions contemplated by this Agreement) shall survive the Merger consummation of the Scheme and shall continue in full force and effect for in accordance with their terms. For a period of not less than six (6) years after the Effective Time, Verizon shall maintain in effect the provisions for indemnification, advancement of expenses or exculpation in the Organisational Documents of Fleetmatics and its Subsidiaries or in any agreement to which Fleetmatics or any of its Subsidiaries is a party and shall not amend, repeal or otherwise modify such provisions in any manner that would adversely affect the rights thereunder of any individuals who at any time prior to the Effective Time were directors, officers or employees of Fleetmatics or any of its Subsidiaries in respect of actions or omissions occurring at or prior to the Effective Time (including actions or omissions occurring at or prior to the Effective Time arising out of the transactions contemplated by this Agreement); provided provided, however, that in the event any claim claim, action, suit proceeding or claims are investigation is pending, asserted or made either prior to the Effective Time or within such six-six year period, all rights to indemnification indemnification, advancement of expenses or exculpation required to be continued pursuant to this Clause 7.3(a) in respect of any such claim or claims thereof shall continue until disposition thereof. (b) At and after the Effective Time, Fleetmatics shall (and Verizon shall cause Fleetmatics to), to the fullest extent permitted under applicable Law, indemnify and hold harmless each present and former director, officer or employee of Fleetmatics or any of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another company, joint venture, trust or other enterprise if such service was at the request or for the benefit of Fleetmatics or any of its Subsidiaries (each, together with his or her respective heirs and representatives, a “Fleetmatics Indemnified Party” and, collectively, the “Fleetmatics Indemnified Parties”) against all costs and expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any and all such claims. The Surviving Corporation shall indemnify all actual or threatened claim, suit, proceeding or investigation to each Fleetmatics Indemnified Parties Party to the fullest extent permitted by applicable law Law), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with respect to all acts and omissions any actual or threatened claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time), whether civil, criminal, administrative or investigative, arising out of or pertaining to any action or omission in such individuals' services person’s capacity as officersa director, directors, employees officer or agents employee of MeriStar Fleetmatics or any of the MeriStar its Subsidiaries or as trustees a director, officer, member, trustee or fiduciaries fiduciary of any plan another company, joint venture, trust or other enterprise if such service was at the request or for the benefit of employees, or otherwise on behalf of, MeriStar Fleetmatics or any of the MeriStar its Subsidiaries, in each case occurring or alleged to have occurred at or before the Effective Time (including actions or omissions occurring at or prior to the Effective Time, including Time arising out of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith). (bc) ASC agrees that, from and after the Effective Time, it shall cause the Surviving Corporation to maintain in effect for not less than For a period of six years from the Effective Time Time, Verizon shall cause to be maintained in effect the current coverage provided by the policies of the directors' ’ and officers' ’ liability insurance and fiduciary liability insurance in effect as of immediately prior to the Effective Time maintained by MeriStar; Fleetmatics and its Subsidiaries with respect to matters arising on or before the Effective Time (provided that the Surviving Corporation Verizon may substitute therefor (i) policies with a carrier with comparable credit ratings to the existing carrier of at least the same coverage and amounts containing terms and conditions which that are no less advantageous, taken favourable to the insured as those provided by the policies of directors’ and officers’ liability insurance and fiduciary liability insurance in effect as of the date of this Agreement (the “Existing Policies”) or (ii) a whole, six (6) year prepaid “tail policy” that covers those persons who are currently covered by the Existing Policies for actions and provided that such substitution shall not result in any gaps omissions occurring at or lapses in coverage with respect to matters occurring prior to the Effective TimeTime and containing terms and conditions that are no less favourable to the insured than those of the Existing Policies); and provided, furtherhowever, that the Surviving Corporation Verizon shall not be required to pay an annual premium aggregate premiums in excess of 300250% of the last annual premium paid by MeriStar Fleetmatics under the Existing Policies in respect of the coverages required to be obtained pursuant hereto, but in such case shall purchase as much coverage as reasonably practicable for such amount. Notwithstanding the foregoing and in satisfaction of Verizon’s obligations under the immediately preceding sentence, prior to the date Effective Time, Fleetmatics may purchase a six (6) year prepaid “tail policy” under the Existing Policies; provided, however, that Fleetmatics shall not be permitted to pay an amount in excess of this Agreement$950,000, subject to the adjustment set forth in Clause 7.3(c) of the Fleetmatics Disclosure Schedule, for such “tail policy,” but in such case may purchase as much coverage as reasonably practicable for such amount. If any such prepaid tail policy has been obtained prior to the Effective Time, Verizon shall cause to be maintained such policy in full force and effect for its full term, and if continue to honor the Surviving Corporation is unable to obtain the insurance required by this Section 5.11(b) it shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amountobligations thereunder. (cd) The rights of each Indemnified Party under this Clause 7.3 shall be in addition to, and not in limitation of, any other rights such Indemnified Party may have under the Organisational Documents of Fleetmatics or any of its Subsidiaries, any insurance policy, the Act (or any other applicable Law) or otherwise. The provisions of this Section 5.11 are intended Clause 7.3 shall survive the consummation of the Acquisition and shall not be terminated or modified in such a manner as to be for the benefit of each adversely affect any Indemnified Party without the written consent of such affected Indemnified Party (it being expressly agreed that the Indemnified Parties shall be third, party beneficiaries of this Clause 7.3 and his or her heirs and representativesshall be entitled to enforce the covenants contained in this Clause 7.3).

Directors’ and Officers’ Indemnification and Insurance. (a) ASC Merger Sub agrees that all rights to indemnification now existing in favor of any employee, agent, director or officer of MeriStar the Company and the MeriStar Company Subsidiaries (the "Indemnified Parties") as provided in their respective charters or by-laws, in an agreement between an Indemnified Party and MeriStar the Company or one of the MeriStar Company Subsidiaries, or otherwise in effect on the date of this Agreement hereof shall survive the Merger and shall continue in full force and effect for a period of not less than six years after from the Effective Time; provided that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. The Merger Sub also agrees that the Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, employees or agents of MeriStar the Company or any of the MeriStar Company Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar the Company or any of the MeriStar Company Subsidiaries, occurring prior to the Effective Time, Time including the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or afterprior to, and including, the Effective Time, the Surviving Corporation shall will pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. (b) ASC Merger Sub agrees that, that from and after the Effective Time, it shall cause the Surviving Corporation shall cause to maintain be maintained in effect for not less than six years from the Effective Time the current policies of the directors' and officers' liability insurance maintained by MeriStarthe Company; provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous, taken as a whole, advantageous and provided that such substitution shall not result in any gaps or lapses in coverage with respect to matters occurring prior to the Effective Time; and provided, further, that the Surviving Corporation shall not be required to pay an annual premium in excess of 300150% of the last annual premium paid by MeriStar the Company prior to the date of this Agreement, hereof and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11(b5.8(b) it shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amount. (c) The provisions of this Section 5.11 are intended to be for the benefit of each Indemnified Party and his or her heirs and representatives.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC agrees that all rights From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to indemnification now existing in favor (i) indemnify and hold harmless each individual that, as of any employeethe Effective Time, agent, is a present or former director or officer of MeriStar the Company or any of its Subsidiaries (collectively, the “Indemnified Parties”), from and against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred by such individual in connection with any Action arising out of matters existing or occurring at or prior to the Effective Time or pertaining to the fact that the Indemnified Party is or was a director or officer of the Company or any of its Subsidiaries or a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company as a director or officer of any other corporation, partnership, joint venture, trust or other enterprise, whether asserted or claimed prior to, at or after the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the MeriStar Subsidiaries (consummation of the "Indemnified Parties") as provided in their respective charters or by-lawstransactions contemplated hereby), to the fullest extent that the Company would have been permitted under applicable Law, the Company Charter and the Company Bylaws, in an agreement between an Indemnified Party and MeriStar or one of the MeriStar Subsidiaries, or otherwise each case as in effect on the date of this Agreement Agreement, and Parent shall, or shall survive cause the Merger and shall continue in full force and effect for a period of not less than six years after the Effective Time; provided that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. The Surviving Corporation to, advance expenses incurred by such individual in connection therewith to the fullest extent permitted under applicable Law as long as such individual provides an undertaking to repay such advances if it is ultimately determined that such individual is not entitled to indemnification; provided, however, that any determination required to be made with respect to whether an Indemnified Party’s conduct complies with the standards set forth under applicable Law, the Company Charter and/or the Company Bylaws shall indemnify all Indemnified Parties be made by independent counsel selected by the Surviving Corporation and (ii) without limitation to clause (i), to the fullest extent permitted by applicable law Law, include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation and bylaws for a period of six years after the Effective Time, the current provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors, officers and employees of the Company, contained in the Company Charter and the Company Bylaws of the Company, each as in effect as of the date of this Agreement. (b) Any Indemnified Party wishing to claim indemnification under Section 7.05(a) with respect to all acts and omissions arising out any Action shall notify Parent of such individuals' services as officersAction promptly after becoming aware thereof, directors, employees but the failure to so notify shall not relieve Parent or agents the Surviving Corporation of MeriStar any liability it may have to such Indemnified Party except to the extent such failure actually prejudices the indemnifying party. (c) In the event that Parent or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and is not the MeriStar Subsidiaries continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties, rights and other assets to any person, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of Parent or the Surviving Corporation shall expressly assume the obligations set forth in this Section 7.05. (d) Prior to the Effective Time, the Company shall, in consultation with Parent, and, if the Company is unable to, Parent shall (or shall cause the Surviving Corporation to), as trustees of the Effective Time, obtain and fully pay for “tail” prepaid insurance policies with a claims period of at least six years from and after the Effective Time from an insurance carrier with the same or fiduciaries of any plan better rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary insurance (collectively, “D&O Insurance”), for the benefit Indemnified Parties, with terms, conditions, retentions and levels of employeescoverage at least as favorable, in the aggregate, as the Company’s existing D&O Insurance with respect to matters existing or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated by this Agreementhereby). Without limiting If such “tail” prepaid insurance policies have been obtained, Parent shall, and shall cause the generality Surviving Corporation, after the Effective Time to maintain such policies in full force and effect, for its full term, and to continue to honor its respective obligations thereunder. If the Company fails to obtain such “tail” prepaid insurance policies as of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, the Effective Time, the Surviving Corporation shall, and Parent shall pay as incurred such Indemnified Party's legal and other expenses (including cause the cost Surviving Corporation to, continue to maintain in effect, at no expense to the beneficiaries, for a period of any investigation and preparation) incurred in connection therewith. (b) ASC agrees that, at least six years from and after the Effective TimeTime for the Indemnified Parties, it shall cause the Surviving Corporation to maintain in effect for not less than six years from the Effective Time the current policies of the directors' and officers' liability insurance maintained by MeriStar; D&O Insurance (provided that the Surviving Corporation Parent (or any successor) may substitute therefor policies of at least the same terms, conditions, retentions and levels of coverage containing terms and conditions amounts which are no less advantageousare, taken in the aggregate, as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage with respect to matters occurring prior favorable to the Effective TimeIndemnified Parties as provided in the existing policies as of the date of this Agreement); and provided, furtherhowever, that in no event will Parent or the Surviving Corporation be required, and the Company shall not be required permitted, to pay expend for such policies pursuant to this Section 7.05 an annual annualized premium amount in excess of 300% of the last annual premium premiums currently paid by MeriStar prior to the date of this Agreement, Company for such insurance and if the annual premiums of such insurance coverage exceed such amount, Parent or the Surviving Corporation is unable to shall, and the Company may, obtain a policy with the insurance required by this Section 5.11(b) it shall obtain as much comparable insurance as possible greatest coverage available for an annual premium equal to a cost not exceeding such maximum amount. (ce) The provisions of this Section 5.11 7.05 are intended to be for the benefit of of, and will be enforceable from and after the Effective Time by, each Indemnified Party and Party, his or her heirs and his or her representatives and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise, including any indemnification agreements in effect as of the date of this Agreement. From and after the Effective Time, the obligations of Parent and the Surviving Corporation under this Section 7.05 shall not be terminated, amended or modified in any manner so as to adversely affect any Indemnified Party (including their heirs and representatives) to whom this Section 7.05 applies without the consent of such affected Indemnified Party.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC agrees From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) indemnify, defend and hold harmless, all past and present directors, officers and employees of the Company and its Subsidiaries (in all of their capacities) and all fiduciaries under any Company Benefit Plans (collectively, the “Indemnified Parties”) against any costs, expenses (including attorney’s fees and expenses and disbursements), judgments, fines, losses, claims damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that all rights to indemnification now existing in favor the Indemnified Party is or was a director, officer, employee or fiduciary of the Company or any of its Subsidiaries or a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or any of its Subsidiaries as a director, officer or employee of any employeeother corporation, agentlimited liability company, director partnership, joint venture, trust or officer of MeriStar other business or non-profit enterprise (including an employee benefit plan) whether asserted or claimed prior to, at or after the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the MeriStar Subsidiaries consummation of the transactions contemplated hereby), and provide advancement of expenses to the Indemnified Parties (within ten (10) days of receipt by Parent or the "Indemnified Parties") as provided in their respective charters or by-laws, in an agreement between Surviving Corporation from an Indemnified Party and MeriStar of a request therefor), in all such cases to the same extent that such persons are indemnified or one have the right to advancement of the MeriStar Subsidiaries, or otherwise in effect on expenses as of the date of this Agreement shall survive by the Merger Company pursuant to the Company’s articles of incorporation, bylaws and shall continue in full force indemnification agreements, if any, or by any one of the Company’s Subsidiaries pursuant to such Subsidiary’s articles of incorporation, bylaws and effect for a period of not less than six years after the Effective Time; provided that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect agreements of any such claim or claims shall continue until final disposition Subsidiary of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties the Company, if any, in existence on the date hereof, (ii) without limitation to clause (i), to the fullest extent permitted by applicable law with respect Law, include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) articles of incorporation and bylaws for a period of six (6) years after the Effective Time, the current provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors, officers and employees of the Company, contained in the articles of incorporation and bylaws of the Company and (iii) not settle, compromise or consent to the entry of any judgment in any proceeding or threatened Action (and in which indemnification could be sought by an Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all acts and omissions liability arising out of such individuals' services Action or such Indemnified Party otherwise consents in writing, and cooperates in the defense of such proceeding or threatened Action. Prior to the Effective Time, Parent will use reasonable best efforts to obtain “tail” prepaid insurance policies with a claims period of at least six (6) years from and after the Effective Time from Parent’s or the Company’s current insurance carrier, or an insurance carrier with the same or better rating as the lower rated of Parent’s and the Company’s current insurance carrier, with respect to directors’ and officers’ liability insurance and fiduciary insurance (collectively, directors“D&O Insurance”), employees or agents of MeriStar or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit Indemnified Parties, with terms, conditions, retentions and levels of employees, coverage at least as favorable as the Company’s existing D&O Insurance with respect to matters existing or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated by this Agreementhereby). Without limiting If such “tail” prepaid insurance policies have been obtained, Parent shall, and shall cause the generality of Surviving Corporation after the foregoingEffective Time, to maintain such policies in the event full force and effect, for its full term, and to continue to honor its respective obligations thereunder. If Parent for any reason fails to obtain such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, “tail” prepaid insurance policies prior to the Effective Time, the Surviving Corporation shall, and Parent shall pay as incurred such Indemnified Party's legal and other expenses cause the Surviving Corporation to, continue to maintain in effect, at no expense to the beneficiaries, for a period of at least six (including the cost of any investigation and preparation6) incurred in connection therewith. (b) ASC agrees that, years from and after the Effective TimeTime for the Indemnified Parties, it shall cause the Surviving Corporation to maintain in effect for not less than six years from the Effective Time the current policies of the directors' and officers' liability insurance maintained by MeriStar; D&O Insurance (provided that the Surviving Corporation Parent (or any successor) may substitute therefor policies of at least the same terms, conditions, retentions and levels of coverage containing terms and conditions amounts which are no less advantageousare, taken in the aggregate, as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage with respect to matters occurring prior favorable to the Effective Time; and provided, further, that Indemnified Parties as provided in the Surviving Corporation shall not be required to pay an annual premium in excess existing policies as of 300% of the last annual premium paid by MeriStar prior to the date of this Agreement) or, and if such insurance is unavailable, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, purchase the best available D&O Insurance for such six-year period from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to the Company’s existing D&O Insurance with terms, conditions, retentions and with levels of coverage at least as favorable as provided in the Company’s existing policies as of the date of this Agreement with respect to claims, actions, suits, proceedings or investigations, whether civil, criminal, administrative or investigative, arising out of or pertaining to facts or events that occurred prior to, at or after the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby). The foregoing notwithstanding, in no event will Parent or the Surviving Corporation be required to expend annually in excess of 250% of the annual premium currently paid by the Company for such coverage (and to the extent the annual premium would exceed 250% of the annual premium currently paid by the Company for such coverage, the Surviving Corporation shall use all reasonable efforts to cause to be maintained the maximum amount of coverage as is unable to obtain available for such 250% of such annual premium). The obligations of Parent and the insurance required by Surviving Corporation under this Section 5.11(b6.7 shall not be terminated, amended or modified in any manner so as to adversely affect any Indemnified Party (including their successors, heirs and legal representatives) to whom this Section 6.7 applies without the consent of such affected Indemnified Party (it being expressly agreed that the Indemnified Parties to whom this Section 6.7 applies shall obtain as much comparable insurance as possible for an annual premium equal be third party beneficiaries of this Section 6.7, and this Section 6.7 shall be enforceable by such Indemnified Parties and their respective successors, heirs and legal representatives and shall be binding on all successors and assigns of Parent and the Surviving Corporation). (b) If Parent or any of its successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such maximum amountcase, proper provisions shall be made so that the successors and assigns of Parent shall assume all of the obligations set forth in this Section 6.7. (c) The provisions rights of the Indemnified Parties under this Section 5.11 are intended 6.7 shall be in addition to be for any rights such Indemnified Parties may have under the benefit articles of each Indemnified Party incorporation or bylaws of the Surviving Corporation or any of its Subsidiaries, or under any applicable Contracts or Laws, and his Parent shall, and shall cause the Surviving Corporation to, honor and perform under all indemnification agreements entered into by the Company or her heirs and representativesany of its Subsidiaries.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC The Parent agrees that all rights to indemnification now existing in favor of any employee, agent, director or officer of MeriStar the Company and the MeriStar Company Subsidiaries (the "Indemnified PartiesINDEMNIFIED PARTIES") as provided in their respective charters or by-laws, in an agreement between an Indemnified Party and MeriStar the Company or one of the MeriStar Company Subsidiaries, or otherwise in effect on the date of this Agreement hereof shall survive the Merger and shall continue in full force and effect for a period of not less than six years after from the Effective Time; provided PROVIDED that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. The Surviving Corporation shall Parent also agrees to indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, employees or agents of MeriStar the Company or any of the MeriStar Company Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar the Company or any of the MeriStar Company Subsidiaries, occurring prior to the Effective Time, Time including the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or afterprior to, and including, the Effective Time, the Surviving Corporation shall Parent will pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. (b) ASC The Parent agrees thatthat the Company and, from and after the Effective Time, it shall cause the Surviving Corporation shall cause to maintain be maintained in effect for not less than six years from the Effective Time the current policies of the directors' and officers' liability insurance maintained by MeriStarthe Company; provided PROVIDED that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous, taken as a whole, advantageous and provided that such substitution shall not result in any gaps or lapses in coverage with respect to matters occurring prior to the Effective Time; and providedPROVIDED, furtherFURTHER, that the Surviving Corporation shall not be required to pay an annual premium in excess of 300100% of the last annual premium paid by MeriStar the Company prior to the date of this Agreement, hereof and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11(b5.10(b) it shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amount. (c) The provisions of this Section 5.11 are intended to be for the benefit of each Indemnified Party and his or her heirs and representatives.

Directors’ and Officers’ Indemnification and Insurance. From and after the Effective Time, the Surviving Entity shall (ai) ASC agrees that indemnify and hold harmless, against any costs or expenses (including attorney’s fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, and provide advancement of expenses to, all rights to indemnification now existing in favor past and present directors, officers and employees of any employee, agent, director or officer of MeriStar CBOT Holdings and the MeriStar CBOT Holdings Subsidiaries (in all of their capacities) (the "“Indemnified Parties"Persons”) (A) to the same extent such persons are indemnified or have the right to advancement of expenses as provided in their respective charters or by-laws, in an agreement between an Indemnified Party and MeriStar or one of the MeriStar Subsidiaries, or otherwise in effect on the date of this Agreement shall survive by CBOT Holdings pursuant to CBOT Holdings’ Constituent Documents and indemnification agreements, if any, in existence on the Merger date hereof with any Indemnified Persons and shall continue in full force and effect for a period of not less than six years after the Effective Time; provided that in the event any claim or claims are asserted or made within such six-year period(B) without limitation to clause (A), all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out Law, (ii) honor the provisions regarding elimination of such individuals' services as liability of directors, indemnification of officers, directors, directors and employees or agents and advancement of MeriStar or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring expenses contained in CBOT Holdings’ Constituent Documents immediately prior to the Effective Time, including the transactions contemplated by this Agreement. Without limiting the generality Time and (iii) maintain for a period of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. (b) ASC agrees that, from and after the Effective Time, it shall cause the Surviving Corporation to maintain in effect for not less than six years from after the Effective Time the current policies of the directors' ’ and officers' ’ liability insurance and fiduciary liability insurance (“D & O Insurance”) maintained by MeriStar; CBOT Holdings (provided that the Surviving Corporation Entity (or any successor) may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are are, in the aggregate, no less advantageous, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage advantageous to the insured) with respect to matters occurring prior to claims arising from facts or events that occurred on or before the Effective TimeTime (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby); and provided, further, that in no event shall the Surviving Corporation Entity be required to expend in any one year more than 250% of the current annual premium expended by CBOT Holdings and the CBOT Holdings Subsidiaries to maintain or procure such D & O Insurance immediately prior to the Effective Time (such 250% amount, the “Maximum Annual Premium”); provided, further, that if the annual premiums of such insurance coverage exceed such amount, the Surviving Entity shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium. The obligations of the Surviving Entity under this Section 6.8 shall not be required terminated or modified in such a manner as to pay an annual premium adversely affect any indemnitee to whom this Section 6.8 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 6.8 applies shall be third party beneficiaries of this Section 6.8). The rights of any Indemnified Person under this Section 6.8 shall be in excess addition to any other rights such Indemnified Person may have under the Certificate of 300% Incorporation or Bylaws of the last annual premium paid by MeriStar prior to Surviving Entity or any of its Subsidiaries, under the date of this AgreementDGCL, and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11(b) it shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amount. (c) or otherwise. The provisions of this Section 5.11 are intended 6.8 shall survive the consummation of the Merger. In the event the Surviving Entity or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or Surviving Entity or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then and in either such case, the Surviving Entity shall cause proper provision to be for made so that the benefit successors and assigns of each Indemnified Party and his or her heirs and representativesthe Surviving Entity, as the case may be, shall assume the obligations set forth in this Section 6.8.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC agrees Without limiting any additional rights that any individual who, at any time prior to the Effective Time, is or was a director or officer of the Company 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 Charter, the Company Bylaws, or one or more other Company Organizational Documents, the Surviving Corporation shall, and Parent shall cause the Surviving Company to, from and after the Effective Time: (i) indemnify and hold harmless each Indemnified Person to the fullest extent authorized or permitted by, and subject to the conditions and procedures of, applicable Law, against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys’ fees), Orders, 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) (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 Transactions, including the consideration and approval thereof and the process undertaken in connection 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 director or officer of the Company or any Subsidiary of the Company at or after the Effective Time and inure to the 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 Surviving Corporation to an Indemnified Person pursuant to this Section 5.11(a), Parent shall be obligated to pay or advance, as applicable, any such amounts; provided, however, that Parent shall (i) have the same defenses with respect to such payment or advancement, as applicable, as the Surviving Corporation, (ii) be entitled to enforce any undertaking provided by such Indemnified Person pursuant to this Section 5.11(a) in the same manner and with the same effect as the Surviving Corporation and (iii) have a claim of contribution against the Surviving Corporation for any amounts paid or advanced by Parent to an Indemnified Person pursuant to this sentence. (b) Without limiting the foregoing, all rights to indemnification indemnification, advancement of expenses and exculpation now existing in favor of any employee, agent, director or officer of MeriStar and the MeriStar Subsidiaries (the "Indemnified Parties") Person as provided in their respective charters or by-lawsthe Company Organizational Documents, in an agreement between an Indemnified Party and MeriStar or one effect as of the MeriStar Subsidiariesdate of this Agreement, shall, with respect to matters occurring at or prior to the Effective Time, survive the Merger and continue in full force and effect from and after the Effective Time. During the Tail Period, the Surviving Charter and Surviving Bylaws and Company Organizational Documents of the Subsidiaries shall, with respect to matters occurring at or prior to the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of the Indemnified Persons than are set forth in the Company Organizational Documents in effect as of the date of this Agreement, and such provisions shall not be amended, repealed or otherwise modified after the Effective Time in any manner that would materially adversely affect the rights thereunder, as of the Effective Time, of any Indemnified Person, with respect to matters occurring at or prior to the Effective Time. (c) Unless the Company shall have purchased a “tail” policy prior to the Effective Time as provided below, during the Tail Period, Parent or the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) obtain and maintain directors’ and officers’ liability insurance for the Indemnified Persons with respect to matters occurring at or prior to the Effective Time on terms with respect to coverage and amount no less favorable than those of the directors’ and officers’ liability insurance policy obtained by the Company in effect on the date of this Agreement shall survive the Merger and shall continue in full force and effect for a period of not less than six years after the Effective TimeAgreement; provided provided, that in the no event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any Parent and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, employees or agents of MeriStar or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, including the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal and other expenses (including the cost of be obligated to expend in order to obtain or maintain insurance coverage pursuant to this Section 5.11(c) any investigation and preparation) incurred in connection therewith. (b) ASC agrees that, from and after the Effective Time, it shall cause the Surviving Corporation to maintain in effect for not less than six years from the Effective Time the current policies of the directors' and officers' liability insurance maintained by MeriStar; provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage with respect to matters occurring prior to the Effective Time; and provided, further, that the Surviving Corporation shall not be required to pay an annual premium amount per annum in excess of 300% of the last annual premium paid by MeriStar the Company for such insurance before the date of this Agreement (the “Cap”); provided, that if equivalent coverage can be obtained only by paying an annual premium in excess of the Cap, Parent or the Surviving Corporation shall only be required to obtain as much coverage as can be obtained by paying an annual premium equal to the Cap. Prior to the Effective Time, the Company shall use its commercially reasonable efforts to purchase a six-year “tail” prepaid policy or policies on the Company’s current directors’ and officers’ liability insurance; provided, that in no event shall the Company expend an amount in excess of 300% of the annual premium currently paid by the Company for directors’ and officers’ liability insurance. In the event that such a “tail” policy is purchased prior to the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain such “tail” policy in full force and effect and Parent and the Surviving Corporation shall have no obligations under the first sentence of this Section 5.11(c) so long as such “tail” policy is in full force and effect. (d) During the Tail Period, without the prior written consent of the Indemnified Person, all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto now existing in favor of any Indemnified Person as provided in the Company Organizational Documents or any indemnification agreement between such Indemnified Person and the Company or any of its Subsidiaries, in each case, as in effect on the date of this Agreement, shall not be amended, restated, amended and if restated, repealed or otherwise modified in any manner (whether by merger, consolidation, division, operation of law or otherwise) that would adversely affect any right thereunder of any such Indemnified Person without such Indemnified Person’s consent. (e) If Parent or the Surviving Corporation is unable or any of their respective legal successors or permitted assigns (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving Person of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to obtain any Person or consummate any division transaction, then, and in each such case, proper provisions shall be made so that the insurance required by legal successors and permitted assigns of Parent or the Surviving Corporation shall assume all of the obligations set forth in this Section 5.11(b) it shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amount5.11. (c) The provisions of this Section 5.11 are intended to be for the benefit of each Indemnified Party and his or her heirs and representatives.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC agrees that all rights to indemnification now existing For a period of six (6) years after the Closing Date, in favor the event of any employeethreatened or actual Action, agentwhether civil, criminal or administrative, in which any person who is now, or has been at any time prior to the Closing, a director or officer of MeriStar and the MeriStar Subsidiaries Company (the "“Indemnified Parties"”) as provided is, or is threatened to be, made a party thereto based in their respective charters whole or by-laws, in an agreement between an Indemnified Party and MeriStar part on (i) the fact that such person is or one was a director or officer of the MeriStar SubsidiariesCompany or (ii) this Agreement or any of the transactions contemplated hereby, whether in any case asserted or otherwise arising before, on or after the Closing, the Company shall indemnify and hold harmless such person from and against such Action to the full extent required under, and subject to the terms and conditions of, the Company’s Articles of Organization as in effect on the date hereof. (b) Prior to the Closing Date, the Company shall purchase an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage for the Company’s directors and officers in a form acceptable to the Sellers’ Representative that shall provide such directors and officers with coverage for six years following the Effective Time of not less than the existing coverage and have other terms not materially less favorable to the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by the Company. The cost of such coverage shall be a Seller Transaction Expense. (c) The provisions of this Agreement Section 6.8 are intended to be for the benefit of, and enforceable by, each Indemnified Party and such Indemnified Party’s estate, administrators, executors, heirs and representatives, and nothing herein shall survive affect any indemnification rights that any such person may have under the Merger Company’s Organizational Documents, any contract or applicable law. (d) The obligations of the Buyer and the Company under this Section 6.8 shall continue in full force and effect for a period commencing as of not less than six years after the Effective TimeClosing and ending as of the sixth anniversary of the Closing Date; provided provided, that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any matter for which indemnification under this Section 6.8 has been asserted or made within such claim or claims period shall continue until the final disposition of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, employees or agents of MeriStar or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, including the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. (be) ASC agrees that, from and after In the Effective Time, it shall cause the Surviving Corporation to maintain in effect for not less than six years from the Effective Time the current policies event that all or substantially all of the directors' business or assets of the Company are sold, whether by merger, consolidation, sale of assets or securities or otherwise, in one transaction or a series of transactions, then the Buyer and officers' liability insurance maintained by MeriStar; provided the Company shall, in each such case, take action to ensure that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms successors and conditions which are no less advantageous, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage with respect to matters occurring prior to the Effective Time; and provided, further, that the Surviving Corporation shall not be required to pay an annual premium in excess of 300% assigns of the last annual premium paid by MeriStar prior to Company assume the date of this Agreement, and if the Surviving Corporation is unable to obtain the insurance required by obligations set forth in this Section 5.11(b) it shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amount. (c) 6.8. The provisions of this Section 5.11 are intended 6.8 shall apply to be for all of the benefit successors and assigns of each Indemnified Party and his or her heirs and representativesthe Company.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC agrees Without limiting any additional rights that any employee may have under any employment agreement or Company Plan, from the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, Parent shall or shall cause the Surviving Corporation to, indemnify and hold harmless each present (as of the Effective Time) and former officer and director of the Company and its subsidiaries and any employee or agent of the Company serving as an officer or director of another entity at the request of the Company and identified in Section 6.6 of the Company Disclosure Schedule (the “Indemnified Parties”), against all rights claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to indemnification now existing in favor (i) the fact that an Indemnified Party is or was an officer or director or is or was serving at the request of the Company or any employee, agent, of its subsidiaries as a director or officer of MeriStar another entity or (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement and the MeriStar Subsidiaries (the "Indemnified Parties") as provided in their respective charters transactions and actions contemplated hereby), whether asserted or by-lawsclaimed prior to, in an agreement between an Indemnified Party and MeriStar at or one of the MeriStar Subsidiaries, or otherwise in effect on the date of this Agreement shall survive the Merger and shall continue in full force and effect for a period of not less than six years after the Effective Time; provided that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law under Applicable Law. In the event of any such claim, action, suit, proceeding or investigation, the Surviving Corporation shall cooperate in the defense of any such matter. (b) The articles of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to all acts indemnification, advancement of expenses and omissions arising out exculpation of former or present directors and officers than are presently set forth in the Articles of Incorporation and Bylaws, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of any such individuals' services as officers, directors, employees or agents of MeriStar or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior . (c) Prior to the Effective Time, including the transactions contemplated by this Agreement. Without limiting Company shall and, if the generality Company is unable to, Parent shall cause the Surviving Corporation as of the foregoingEffective Time, to obtain and fully pay the premium for a “tail” policy extension of (i) the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies, and (ii) the Company’s existing fiduciary liability insurance policies, in each case for a claims reporting or discovery period of at least six years from and after the event Effective Time from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are at least as favorable as the Company’s existing policies with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against a director or officer of the Company or any of its subsidiaries by reason of him or her serving in such Indemnified Party is capacity that existed or becomes involved in any capacity in any action, proceeding occurred at or investigation prior to the Effective Time (including in connection with any matter, including this Agreement or the transactions or actions contemplated hereby); provided that if the aggregate premium for such “tail” policy exceeds 300% of the per annum rate of premium paid by this Agreementthe Company as of the date hereof, occurring at then the Company (or afterthe Surviving Corporation, as applicable) shall procure the maximum coverage that will then be available with the expenditure of 300% of such rate. If the Company and the Surviving Corporation for any reason fail to obtain such “tail” policy as of the Effective Time, the Surviving Corporation shall, and Parent shall pay as incurred such Indemnified Party's legal and other expenses (including cause the cost Surviving Corporation to, continue to maintain in effect for a period of any investigation and preparation) incurred in connection therewith. (b) ASC agrees that, at least six years from and after the Effective TimeTime the D&O Insurance in place as of the date hereof with terms, it conditions, retentions and limits of liability that are at least as favorable as provided in the Company’s existing policies as of the date hereof, or the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, use reasonable best efforts to maintain purchase comparable D&O Insurance for such six-year period with terms, conditions, retentions and limits of liability that are at least as favorable as provided in effect for not less than six years from the Effective Time the current Company’s existing policies as of the directors' and officers' liability insurance maintained by MeriStardate hereof; provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageousin satisfying its obligation under this Section 6.6(c), taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage with respect to matters occurring prior to the Effective Time; and provided, further, that the Surviving Corporation shall not be required obligated to pay an annual aggregate premium in excess of 300% of the last annual per annum rate of premium paid by MeriStar the Company as of the date hereof. (d) Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against any Indemnified Party on or prior to the date sixth anniversary of the Effective Time, the provisions and benefits of this AgreementSection 6.6 shall continue in full effect until the final disposition of such claim, and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11(b) it shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amountaction, suit, proceeding or investigation. (ce) The provisions of this Section 5.11 are This covenant is intended to be for the benefit of, and shall be enforceable by, each of each the Indemnified Parties and their respective heirs and legal representatives. The indemnification provided for herein shall not be deemed exclusive of any other rights to which an Indemnified Party is entitled, whether pursuant to law, contract or otherwise. (f) In the event that the Surviving Corporation or Parent or any of their respective successors or assigns (i) consolidates with or merges into any other person and his shall not be the continuing or her heirs surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or a majority of its properties and representativesassets to any person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Surviving Corporation or Parent, as the case may be, shall succeed to the obligations set forth in this Section 6.6. In addition, the Surviving Corporation shall not distribute, sell, transfer or otherwise dispose of any of its assets in a manner that would reasonably be expected to render the Surviving Corporation unable to satisfy its obligations under this Section 6.6.

Directors’ and Officers’ Indemnification and Insurance. The Surviving Corporation shall, and SPSS shall cause the Surviving Corporation to, (i) indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of ShowCase and its Subsidiaries (in all of their capacities) (a) ASC agrees that all rights to indemnification now existing in favor the same extent such persons are indemnified or have the right to advancement of any employee, agent, director or officer expenses as of MeriStar and the MeriStar Subsidiaries (the "Indemnified Parties") as provided in their respective charters or by-laws, in an agreement between an Indemnified Party and MeriStar or one of the MeriStar Subsidiaries, or otherwise in effect on the date of this Agreement shall survive by ShowCase pursuant to ShowCase's articles of incorporation, bylaws and indemnification agreements, if any, in existence on the Merger date hereof with any directors, officers and shall continue employees of ShowCase and its Subsidiaries and (b) without limitation to clause (a), to the fullest extent permitted by law, in full force each case for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (ii) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) articles of incorporation and bylaws for a period of not less than six years after the Effective Time; provided that , the current provisions regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses contained in the event any claim or claims are asserted or made within such six-year period, all rights articles of incorporation and bylaws of ShowCase and (iii) cause to indemnification in respect be maintained for a period of any such claim or claims shall continue until final disposition of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, employees or agents of MeriStar or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, including the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. (b) ASC agrees that, from and after the Effective Time, it shall cause the Surviving Corporation to maintain in effect for not less than six years from after the Effective Time the current policies of the directors' and officers' liability insurance and fiduciary liability insurance maintained by MeriStar; ShowCase (provided that the Surviving Corporation (or any successor) may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are are, in the aggregate, no less advantageous, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage advantageous to the insured) with respect to matters occurring prior to claims arising from facts or events that occurred on or before the Effective Time; and provided, further, that . The obligations of the Surviving Corporation under this Section 5.8 shall not be required terminated or modified in such a manner as to pay an annual premium in excess of 300% of the last annual premium paid by MeriStar prior adversely affect any indemnitee to the date of this Agreement, and if the Surviving Corporation is unable to obtain the insurance required by whom this Section 5.11(b) 5.8 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 5.8 applies shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amount. (c) The provisions be third party beneficiaries of this Section 5.11 are intended to be for the benefit of each Indemnified Party and his or her heirs and representatives5.8).

Directors’ and Officers’ Indemnification and Insurance. (a) ASC The Parent agrees that all rights to indemnification now existing in favor of any current or former employee, agent, director or officer of MeriStar the Company and the MeriStar Company Subsidiaries (the "Indemnified PartiesINDEMNIFIED PARTIES") as provided in their respective charters or by-laws, in an agreement between an Indemnified Party and MeriStar the Company or one of the MeriStar Company Subsidiaries, or otherwise in effect on the date of this Agreement hereof shall survive the Merger and shall continue in full force and effect for a period of not less than six years after from the Effective Time; provided PROVIDED that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. The Surviving Corporation shall Parent also agrees to indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, employees or agents of MeriStar the Company or any of the MeriStar Company Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar the Company or any of the MeriStar Company Subsidiaries, occurring prior to the Effective Time, Time including the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or afterprior to, and including, the Effective Time, the Surviving Corporation shall Parent will pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. (b) ASC The Parent agrees that, from and after the Effective Time, it shall to cause to be maintained in effect by the Surviving Corporation to maintain in effect for not less than six years from the Effective Time the current policies of the directors' and officers' liability insurance maintained by MeriStarthe Company; provided PROVIDED that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous, taken as a whole, advantageous and provided that such substitution shall not result in any gaps or lapses in coverage with respect to matters occurring prior to the Effective Time; and providedPROVIDED, furtherFURTHER, that the Surviving Corporation shall not be required to pay an annual premium in excess of 300200% of the last annual premium aggregate annualized premiums paid by MeriStar prior to the date of this Agreement, and Company in 1999 (which the Company represents is approximately $400,000 for 1999) (the "MAXIMUM AMOUNT") if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11(b5.10(b) it shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amountMaximum Amount; provided, further, that the Company may, prior to the Effective Time, purchase director's and officer's liability insurance tail coverage in an amount not in excess of the principal amount of such insurance on the date hereof which would satisfy Parent's obligations as set forth in this Section 5.10(b), so long as the total premium for such tail coverage would not exceed $1,000,000. (c) The provisions In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, the Parent shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation assume the obligations set forth in this Section 5.11 are intended to be for the benefit of each Indemnified Party and his or her heirs and representatives5.10.

Directors’ and Officers’ Indemnification and Insurance. (ai) ASC agrees that Parent shall (A) indemnify and hold harmless all rights past and present directors, officers and employees of AmeriSource and its subsidiaries (in all of their capacities) (x) to indemnification now existing in favor the same extent such persons are indemnified or have the right to advancement of any employee, agent, director or officer expenses as of MeriStar and the MeriStar Subsidiaries (the "Indemnified Parties") as provided in their respective charters or by-laws, in an agreement between an Indemnified Party and MeriStar or one of the MeriStar Subsidiaries, or otherwise in effect on the date of this Agreement shall survive by AmeriSource pursuant to the Merger AmeriSource Certificate, the AmeriSource Bylaws and shall continue indemnification agreements, if any, in full force existence on the date hereof with any directors, officers and effect for a period employees of not less than six years after the Effective Time; provided that in the event any claim or claims are asserted or made within such six-year periodAmeriSource and its subsidiaries and (y) without limitation to clause (x), all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and Applicable Law, in each case for act or omissions arising out of such individuals' services as officers, directors, employees occurring at or agents of MeriStar or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoinghereby), (B) include and cause to be maintained in effect in the event Parent (or any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, successor's) Certificate of Incorporation and Bylaws after the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses which are, in the Surviving Corporation shall pay as incurred aggregate, no less advantageous to the intended beneficiaries than the corresponding provisions contained in the AmeriSource Certificate and AmeriSource Bylaws, (C) periodically advance to any such Indemnified Party's indemnitee its legal and other expenses (including the cost of any investigation and preparation) preparation incurred in connection therewith. ), subject to clause (biii) ASC agrees thatof this Section 6.1(f), from and after subject to the Effective Time, it shall providing by such indemnitee of an undertaking to reimburse all amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such indemnitee is not entitled hereto and (D) cause the Surviving Corporation to maintain in effect be maintained for not less than a period of six years from after the Effective Time the current policies of the directors' and officers' liability insurance and fiduciary liability insurance maintained by MeriStar; AmeriSource (provided that the Surviving Corporation Parent (or any successor) may substitute therefor one or more policies of at least the same coverage and amounts containing terms and conditions which are are, in the aggregate, no less advantageous, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage advantageous to the insured) with respect to matters claims arising from facts or events that occurred on or before the Effective Time; provided, however, that in no event shall Parent be required to expend in any one year an amount in excess of $1,500,000 for such insurance; and, provided further that if the annual premiums of such insurance coverage exceed such amount, Parent shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. (ii) Parent shall (A) indemnify and hold harmless all past and present directors, officers and employees of Bergen and its subsidiaries (in all of their capacities) (x) to the same extent such persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by Bergen pursuant to the Bergen Certificate, the Bergen Bylaws and indemnification agreements, if any, in existence on the date hereof with any directors, officers and employees of Bergen and its subsidiaries and (y) without limitation to clause (x), to the fullest extent permitted by applicable Law, in each case for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (B) include and cause to be maintained in effect in the Parent (or any successor's) Certificate and Bylaws after the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses which are, in the aggregate, no less advantageous to the intended beneficiaries than the corresponding provisions contained in the Bergen Certificate and the Bergen Bylaws, (C) periodically advance to any such indemnitee its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the following clause (iii), and subject to the providing by such indemnitee of an undertaking to reimburse all amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such indemnitee is not entitled hereto and (D) 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 Bergen (provided that Parent (or any successor) may substitute therefor one or more policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured) with respect to claims arising from facts or events that occurred on or before the Effective Time; and provided, furtherhowever, that the Surviving Corporation in no event shall not Parent be required to pay expend in any one year an annual premium amount in excess of 300% of the last annual premium paid by MeriStar prior to the date of this Agreement$1,500,000 for such insurance; and, and provided further that if the Surviving Corporation is unable annual premiums of such insurance coverage exceed such amount, Parent shall be obligated to obtain a policy with the insurance required by this Section 5.11(b) it shall obtain as much comparable insurance as possible greatest coverage available for an annual premium equal to a cost not exceeding such maximum amount. (ciii) The provisions of indemnitee under this Section 5.11 are intended 6.1(f) shall control the defense of any claim with counsel selected by such indemnitee, which counsel shall be reasonably acceptable to Parent, provided that Parent shall be permitted to participate in the defense of such claim at its own expense. Parent shall not be obligated to pay the fees and expenses of more than one counsel for all indemnitees in any single claim except to the benefit extent that, in the opinion of each Indemnified Party and his independent legal counsel selected by the indemnitee, which counsel shall be reasonably acceptable to Parent, representation of two or her heirs and representativesmore of such indemnitees would present a conflict of interest under applicable standards of conduct in the legal profession. Parent shall not be liable for any settlement effected without its written consent, which consent shall not unreasonably be withheld. (iv) The obligations of Parent under this Section 6.1(f) shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.1(f) applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 6.1

Directors’ and Officers’ Indemnification and Insurance. (a) ASC agrees that Parent and the Surviving Corporation shall cause all rights to indemnification indemnification, advancement of expenses and exculpation now existing in favor of any employeepresent or former director, agent, director officer or officer employee of MeriStar and the MeriStar Company or any of its Subsidiaries (the "“Indemnified Parties"”) as provided in their respective charters (i) the Company Organizational Documents or by-laws, in an agreement (ii) agreements between an Indemnified Party and MeriStar the Company or one of the MeriStar Subsidiaries, or otherwise its Subsidiaries (in effect on as of the date of this Agreement shall Agreement) to survive the Merger and shall to continue in full force and effect for a period of not less than six (6) years (plus ninety (90) days) after the Effective Time; provided that Time or, if longer, for such period as is set forth in any applicable agreement with an Indemnified Party in effect as of the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect date of any such claim or claims shall continue until final disposition of any this Agreement. (b) Parent and all such claims. The the Surviving Corporation shall shall, jointly and severally, indemnify all Indemnified Parties to the fullest extent permitted by applicable law Law with respect to all acts and omissions arising out of such individuals' or relating to their services as officers, directors, officers or employees or agents of MeriStar or any of the MeriStar Company, its Subsidiaries or another Person, if such Indemnified Party is or was serving as trustees a director, officer or fiduciaries employee of any plan for such other Person at the benefit request of employeesthe Company, whether asserted or claimed before, at or after, or otherwise on behalf ofoccurring before or at, MeriStar or any the Effective Time (including in connection with the negotiation and execution of this Agreement and the consummation of the MeriStar Subsidiaries, occurring prior to the Effective Time, including the transactions contemplated by this AgreementTransactions or otherwise). Without limiting the generality of the foregoing, in the event If any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation Legal Action in connection with any mattermatter subject to indemnification hereunder, then Parent and the Surviving Corporation shall, jointly and severally, advance as incurred any costs or expenses (including legal fees and disbursements), judgments, fines, losses, claims, damages or Liabilities (“Damages”) arising out of or incurred in connection with such Legal Action, subject to Parent’s or the transactions contemplated Surviving Corporation’s, as applicable, receipt of an undertaking by this Agreementor on behalf of such Indemnified Party, occurring at or afterif required by the DGCL, to repay such Damages if it is ultimately determined under applicable Law that such Indemnified Party is not entitled to be indemnified. In the Effective Timeevent of any such Legal Action, (i) each of Parent and the Surviving Corporation shall pay as incurred cooperate with the Indemnified Party in the defense of any such Legal Action and (ii) neither Parent nor the Surviving Corporation shall 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's legal and other expenses (including the cost Party hereunder), unless such settlement, compromise or consent includes an unconditional release of any investigation and preparation) incurred in connection therewithsuch Indemnified Party from all liability arising out of such Legal Action. (bc) ASC agrees that, from Parent and after the Effective Time, it shall cause the Surviving Corporation to shall, jointly and severally, maintain in effect for not less than at least six (6) years from after the Effective Time the current policies of the directors' ’ and officers' ’ liability insurance maintained by MeriStar; provided that the Surviving Corporation may substitute therefor Company or policies of at least the same coverage and amounts containing terms and conditions which that are no less advantageous, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage advantageous with respect to matters occurring prior claims arising out of or relating to events which occurred before or at the Effective Time; Time (including in connection with the negotiation and provided, further, that execution of this Agreement and the consummation of the Transactions or otherwise) so long as Parent and the Surviving Corporation shall are not be required to pay an annual premium in excess of 300% of the last annual premium paid by MeriStar prior to the Company for such insurance before the date of this Agreement, and if Agreement (such 300% amount being the “Maximum Premium”). If Parent or the Surviving Corporation is are unable to obtain the insurance required by this Section 5.11(b) it shall described in the prior sentence for an amount less than or equal to the Maximum Premium, then Parent and the Surviving Corporation shall, jointly and severally, instead obtain as much comparable insurance as possible for an annual premium equal to the Maximum Premium. Notwithstanding the foregoing, in lieu of the arrangements contemplated by this Section 5.6(c), before the Effective Time, the Company shall be entitled to purchase a “tail” directors’ and officers’ liability insurance policy, with an annual premium not to exceed the Maximum Premium, covering the matters described in this Section 5.6(c) and, if the Company elects to purchase such maximum amounta policy before the Effective Time, then Parent and the Surviving Corporation’s obligations under this Section 5.6(c) shall be satisfied so long as Parent and the Surviving Corporation cause such policy to be maintained in effect for a period of six (6) years following the Effective Time. (cd) The provisions of covenants contained in this Section 5.11 5.6 are intended to be for the benefit of, and shall be enforceable by, each of each the Indemnified Parties and their respective heirs and legal representatives and shall not be deemed exclusive of any other rights to which an Indemnified Party is entitled, whether pursuant to Law, Contract or otherwise. (e) In the event that Parent or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and his shall not be the continuing or her heirs surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and representativesassets to any Person, then, and in each such case, Parent and the Surviving Corporation shall take all necessary action so that the successors or assigns of Parent and the Surviving Corporation shall succeed to the obligations set forth in this Section 5.6.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC agrees that all rights to indemnification now existing in favor of any employee, agent, director or officer of MeriStar From and after the MeriStar Subsidiaries (Closing Date and until the "Indemnified Parties") as provided in their respective charters or by-laws, in an agreement between an Indemnified Party and MeriStar or one sixth anniversary of the MeriStar Subsidiaries, or otherwise in effect on the date of this Agreement shall survive the Merger Closing Date and shall continue in full force and effect for a period of not less than six years after the Effective Time; provided that in the event so long thereafter as any claim for indemnification asserted on or claims are asserted or made within prior to such six-year perioddate has not been fully adjudicated, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties Atmos shall, to the fullest extent permitted by applicable law with respect Law and the Articles of Incorporation and Bylaws of Atmos as of the date hereof (but not in excess of the extent permitted by the certificates or articles of incorporation and the bylaws (or other comparable charter documents) of the Company and the Subsidiaries as of the date hereof), indemnify, defend and hold harmless each Person who is now, or has been at any time prior to all acts and omissions arising out the date hereof or who becomes prior to the Closing Date, a director or officer of such individuals' services as officers, directors, employees or agents of MeriStar the Company or any of the MeriStar Subsidiaries (the "Indemnified Agents") against all losses, claims, damages, costs and expenses (including reasonable attorneys' fees), liabilities, judgments and settlement amounts that are paid or as trustees or fiduciaries of incurred in connection with any plan for the benefit of employeesclaim, or otherwise on behalf ofaction, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, including the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any actionsuit, proceeding or investigation in connection with any matter(whether civil, including the transactions contemplated by this Agreementcriminal, occurring administrative or investigative and whether asserted or claimed prior to, at or afterafter the Closing Date) that is based on, or arises out of, the Effective Time, the Surviving Corporation shall pay as incurred fact that such Indemnified Party's legal Agent is or was a director or officer of the Company or any of its Subsidiaries and other expenses (including the cost relates to or arises out of any investigation and preparation) incurred action or omission occurring on or prior to the Closing Date ("Indemnified Liabilities"); provided that Atmos shall not be liable for any settlement of any claim effected without its written consent. Any Indemnified Agent wishing to claim indemnification under this Section 7.06, upon learning of any such claim, action, suit, proceeding or investigation, shall notify Atmos, but the failure so to notify Atmos shall not relieve Atmos from any liability which it may have under this paragraph except to the extent such failure prejudices Atmos. The Indemnified Agents 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 Agents, in connection therewithwhich case the Indemnified Agents may retain more than one law firm. (b) ASC agrees thatAtmos shall, from until the sixth anniversary of the Closing Date and after (if required for coverage thereof) for so long thereafter as any claim for insurance coverage asserted on or prior to such date has not been fully adjudicated, cause to be maintained in effect, to the Effective Timeextent available, it shall cause the Surviving Corporation to maintain in effect for not less than six years from the Effective Time the current policies of the directors' and officers' liability insurance maintained by MeriStar; provided that the Surviving Corporation may substitute therefor Company and the Subsidiaries as of the date hereof ($25,000,000 in coverage with a $100,000 deductible), or policies of at least the same coverage and amounts containing terms and conditions which that are no less advantageousadvantageous to the insured parties, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage with respect to matters occurring claims arising from facts or events that occurred on or prior to the Effective TimeClosing Date; and provided, further, provided that the Surviving Corporation in no event shall not Atmos be required obligated to pay an annual premium expend in order to maintain or procure insurance coverage pursuant to this Section 7.06(b) any amount per annum in excess of 300150% of the last annual premium paid aggregate premiums payable by MeriStar prior to the date of this Agreement, Company and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11(bSubsidiaries in 2000 (on an annualized basis) it shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amountpurpose. (c) The provisions of this Section 5.11 are intended to be for the benefit of each Indemnified Party and his or her heirs and representatives.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC agrees that all rights to indemnification now existing in favor The certificate of any employee, agent, director or officer of MeriStar incorporation and the MeriStar Subsidiaries (the "Indemnified Parties") as provided in their respective charters or by-laws, in an agreement between an Indemnified Party and MeriStar or one bylaws of the MeriStar SubsidiariesSurviving Corporation shall contain provisions no less favorable with respect to exculpation and indemnification than are set forth in Article XII of the certificate of incorporation and Article VII of the bylaws of Adaptive, which provisions shall not be amended, repealed or otherwise in effect on the date of this Agreement shall survive the Merger and shall continue in full force and effect modified for a period of not less than six years after from the Effective Time; provided Time in any manner that in would adversely affect the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect thereunder of any such claim or claims shall continue until final disposition of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to individuals who at the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, Effective Time were directors, officers or employees or agents of MeriStar or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, including the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewithAdaptive. (b) ASC agrees that, from and after the Effective Time, it Western shall cause the Surviving Corporation to maintain be maintained in effect for not less than six years from the Effective Time the current policies of the directors' and officers' liability insurance maintained by MeriStar; Adaptive (provided that the Surviving Corporation Western may substitute therefor therefore policies of at least the same coverage containing terms and conditions which are no not materially less advantageous, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage ) with respect to matters or events occurring prior to the Effective TimeTime to the extent available; and provided, furtherhowever, that the Surviving Corporation in no event shall not Western be required to pay expend more than an annual premium in excess amount per year equal to 200 percent of 300% of the last annual premium paid by MeriStar prior Adaptive's current premiums to the date of this Agreementmaintain or procure insurance coverage pursuant hereto; and, and provided, further that if the Surviving Corporation is unable annual premiums of such insurance coverage exceed such amount, Western shall be obligated to obtain a policy with the insurance required by this Section 5.11(b) it shall obtain as much comparable insurance as possible greatest coverage available for an annual premium equal to a cost not exceeding such maximum amount. (c) The provisions After the Effective Time, Western agrees that it will indemnify and hold harmless each present and former director and officer of Adaptive, determined as of the Effective Time (the "Indemnified Parties"), against any ------------------- costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in ----- connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters relating to their duties or actions in their capacity as officers and directors and existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable law (and Western shall also advance fees and expenses (including reasonable attorneys' fees) as incurred to the fullest extent permitted under applicable law provided the person to whom expenses are advanced provides a customary undertaking complying with applicable law to repay such advances if it is ultimately determined that such person is not entitled to indemnification). (d) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors' and officers' insurance claims under any policy that is or has been in existence with respect to Adaptive or any of its officers, directors or employees, it being understood and agreed that the indemnification provided for this Section 5.11 are intended 5.6 is not prior to be or in substitution for the benefit of each Indemnified Party and his or her heirs and representativesany such claims under such policies.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC agrees that Parent and the Surviving Corporation shall cause all rights to indemnification indemnification, advancement of expenses and exculpation now existing in favor of any employeepresent or former director, agent, director officer or officer employee of MeriStar and the MeriStar Company or any of its Subsidiaries (the "Indemnified Parties") as provided in their respective charters (i) the Company Organizational Documents or by-laws, in an agreement (ii) agreements between an Indemnified Party and MeriStar the Company or one of the MeriStar Subsidiaries, or otherwise its Subsidiaries (in effect on as of the date of this Agreement shall Agreement), to survive the Merger and shall to continue in full force and effect for a period of not less than six years after the Effective Time; provided that Time or, if longer, for such period as is set forth in any applicable agreement with an Indemnified Party in effect on the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect date of any such claim or claims shall continue until final disposition of any this Agreement. (b) Parent and all such claims. The the Surviving Corporation shall shall, jointly and severally, indemnify all Indemnified Parties to the fullest extent permitted by applicable law Law with respect to all acts and omissions arising out of such individuals' or relating to their services as officers, directors, officers or employees or agents of MeriStar or any of the MeriStar Company, its Subsidiaries or another Person, if such Indemnified Party is or was serving as trustees a director, officer or fiduciaries employee of any plan for such other Person at the benefit of employees, or otherwise on behalf of, MeriStar or any request of the MeriStar SubsidiariesCompany, whether asserted or claimed at or after or occurring prior to before the Effective Time, Time (including in connection with the transactions contemplated by negotiation and execution of this Agreement. Without limiting Agreement and the generality consummation of the foregoing, in the event Transactions or otherwise). If any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation Legal Action in connection with any mattermatter subject to indemnification hereunder, then Parent and the Surviving Corporation shall, jointly and severally, advance as incurred any costs or expenses (including legal fees and disbursements), judgments, fines, losses, claims, damages or Liabilities ("Damages") arising out of or incurred in connection with such Legal Action, subject to Parent's or the transactions contemplated Surviving Corporation's, as applicable, receipt of an undertaking by this Agreementor on behalf of such Indemnified Party, occurring at or afterif required by the DGCL, to repay such Damages if it is ultimately determined under applicable Law that such Indemnified Party is not entitled to be indemnified. In the Effective Timeevent of any such Legal Action, (i) each of Parent and the Surviving Corporation shall pay as incurred cooperate with the Indemnified Party in the defense of any such Legal Action and (ii) neither of Parent nor the Surviving Corporation shall 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's legal and other expenses (including the cost Party hereunder), unless such settlement, compromise or consent includes an unconditional release of any investigation and preparation) incurred in connection therewithsuch Indemnified Party from all liability arising out of such Legal Action. (bc) ASC agrees that, from Parent and after the Effective Time, it shall cause the Surviving Corporation to shall, jointly and severally, maintain in effect for not less than at least six years from after the Effective Time the current policies of the directors' and officers' liability insurance maintained by MeriStar; provided that the Surviving Corporation may substitute therefor Company or policies of at least the same coverage and amounts containing terms and conditions which that are no less advantageous, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage advantageous with respect to matters occurring prior claims arising out of or relating to events which occurred before or at the Effective Time; Time (including in connection with the negotiation and provided, further, that execution of this Agreement and the consummation of the Transactions) so long as Parent and the Surviving Corporation shall are not be required to pay an annual premium in excess of 300250% of the last annual premium paid by MeriStar prior to the Company for such insurance before the date of this Agreement, and if Agreement (such 250% amount being the "Maximum Premium"). If Parent or the Surviving Corporation is are unable to obtain the insurance required by this Section 5.11(b) it shall described in the prior sentence for an amount less than or equal to the Maximum Premium, then Parent and the Surviving Corporation shall, jointly and severally, instead obtain as much comparable insurance as possible for an annual premium equal to the Maximum Premium. Notwithstanding the foregoing, in lieu of the arrangements contemplated by this Section 5.8(c), before the Effective Time, the Company shall be entitled to purchase a "tail" directors' and officers' liability insurance policy covering the matters described in this Section 5.8(c) and, if the Company elects to purchase such maximum amounta policy before the Effective Time, then Parent and the Surviving Corporation's obligations under this Section 5.8(c) shall be satisfied so long as Parent and the Surviving Corporation cause such policy to be maintained in effect for a period of six years following the Effective Time. (cd) The provisions of covenants contained in this Section 5.11 5.8 are intended to be for the benefit of, and shall be enforceable by, each of each the Indemnified Parties and their respective heirs and legal representatives and shall not be deemed exclusive of any other rights to which an Indemnified Party is entitled, whether pursuant to Law, Contract or otherwise. (e) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and his shall not be the continuing or her heirs surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and representativesassets to any person, then, and in each such case, the Surviving Corporation shall take all necessary action so that the successors or assigns of the Surviving Corporation shall succeed to the obligations set forth in this Section 5.8.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC agrees Parent and Merger Sub agree that all rights to indemnification indemnification, advancement of expenses and exculpation by the Company now existing in favor of each Person who is now, or has been at any employee, agent, time prior to the date hereof or who becomes prior to the Effective Time an officer or director or officer of MeriStar and the MeriStar Subsidiaries Company (the "each an “D&O Indemnified Parties"Party”) as provided in their respective charters or by-lawsthe Company Charter Documents, in an agreement between an Indemnified Party and MeriStar or one of the MeriStar Subsidiaries, or otherwise each case as in effect on the date of this Agreement Agreement, or pursuant to any other Contracts in effect on the date hereof and disclosed in Section 5.02 of the Company Disclosure Schedules, shall be assumed by the Surviving Entity in the Merger, without further action, at the Effective Time and shall survive the Merger and shall continue remain in full force and effect for a period of not less than six years after the Effective Time; provided that in accordance with their terms, and, in the event that any proceeding is pending or asserted or any claim or claims are asserted or made within during such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until the final disposition of any such proceeding or claim. (b) In connection herewith, the parties have obtained appropriate insurance policies for the Company and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts its directors, officers and omissions managers for claims arising out of such individuals' services as officers, directors, employees or agents of MeriStar relating to events which occurred before or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to at the Effective Time, Time (including in connection with the transactions contemplated by this Agreement. Without limiting ) (the generality “D&O Insurance Policies”) and “tail” coverage for such D&O Insurance Policies with a claims period of at least six (6) years from the Effective Time with at least the same coverage and amount and containing terms and conditions that are not less advantageous to the directors, officers, and managers of the foregoing, in Company as the event any such Indemnified Party is D&O Insurance Policies with respect to claims arising out of or becomes involved in any capacity in any action, proceeding relating to events which occurred before or investigation at the Effective Time (including in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. (b) ASC agrees that, from and after the Effective Time, it shall cause the Surviving Corporation to maintain in effect for not less than six years from the Effective Time the current policies of the directors' and officers' liability insurance maintained by MeriStar; provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage with respect to matters occurring prior to the Effective Time; and provided, further, that the Surviving Corporation shall not be required to pay an annual premium in excess of 300% of the last annual premium paid by MeriStar prior to the date of this Agreement, and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11(b) it shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amount). (c) The obligations of Parent and the Surviving Entity under this Section 5.02 shall survive the consummation of the Merger and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party to whom this Section 5.02 applies without the consent of such affected D&O Indemnified Party (it being expressly agreed that the D&O Indemnified Parties to whom this Section 5.02 applies shall be third-party beneficiaries of this Section 5.02, each of whom may enforce the provisions of this Section 5.11 are intended to be for the benefit of each Indemnified Party and his or her heirs and representatives5.02).

Directors’ and Officers’ Indemnification and Insurance. (a) ASC Merger Sub agrees that all rights to indemnification now existing in favor of any employee, agent, director or officer of MeriStar the Company and any director or officer of the MeriStar Company Subsidiaries (the "“Indemnified Parties"”) as provided in their respective charters the Company Charter Documents or by-lawsthe equivalent documents of the Company Subsidiaries, in an agreement between an Indemnified Party and MeriStar the Company or one of the MeriStar SubsidiariesCompany Subsidiaries listed on Section 5.8(a) of the Company Disclosure Letter, or otherwise in effect on the date of this Agreement shall survive the Merger and shall continue in full force and effect for a period of not less than six years after from the Effective Time; provided that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. The Merger Sub also agrees that the Surviving Corporation shall shall, for a period of six years following the Effective Time, indemnify all Indemnified Parties to the fullest extent permitted by applicable law Law with respect to all acts and omissions arising out of such individuals' ’ services as officers, directors, employees or agents of MeriStar the Company or any of the MeriStar Company Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar the Company or any of the MeriStar Company Subsidiaries, occurring prior to the Effective Time, Time including the transactions contemplated by this Agreement; provided, however, that the Surviving Corporation shall not be liable for any settlement effected without either Merger Sub’s or the Surviving Corporation’s prior written consent and the Surviving Corporation 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 for indemnification. Without limiting the generality of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or afterprior to, and including, the Effective Time, the Surviving Corporation shall pay as incurred will advance such Indemnified Party's ’s legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewiththerewith to the fullest extent that the Company would be permitted by applicable Law and to the fullest extent required by the Company Charter Documents or the equivalent documents of the Company Subsidiaries as in effect on the date of this Agreement reasonably promptly after statements therefore are received; provided that the person to whom such expenses are to be advanced provides an undertaking to repay such amounts if it is ultimately determined that such person is not entitled to be indemnified for such amounts as provided above. (b) ASC Merger Sub agrees that, from and after the Effective Time, it shall cause that the Surviving Corporation shall purchase at the Closing a “tail” insurance policy to maintain be maintained in effect for not less than six years from the Effective Time Time, upon terms and conditions comparable to the current policies of the directors' ’ and officers' ’ liability insurance maintained by MeriStarthe Company; provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage with respect to matters occurring prior to the Effective Time; and provided, furtherhowever, that the Surviving Corporation shall not be required to pay an annual a premium for such “tail” insurance in excess of 300175% of the last annual premium paid by MeriStar the Company for such insurance prior to the date hereof; provided, further, that if the premium of this Agreementsuch insurance coverage exceeds such amount, and if the Surviving Corporation is unable shall be obligated to obtain a “tail” insurance policy with the insurance required by this Section 5.11(b) it shall obtain as much comparable insurance as possible greatest coverage available for an annual premium equal to a cost not exceeding such maximum amount. (c) The provisions of this Section 5.11 are This covenant is intended to be for the benefit of, and shall be enforceable by, each of each the Indemnified Parties and their respective heirs and legal representatives. The indemnification provided for herein shall not be deemed exclusive of any other rights to which an Indemnified Party is entitled, whether pursuant to Law, contract or otherwise. (d) In the event that the Surviving Corporation or its successors or assigns (i) consolidates with or merges into any other Person and his shall not be the continuing or her heirs surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or a majority of its properties and representativesassets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Surviving Corporation shall succeed to the obligations set forth in this Section 5.8. (e) Parent shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided in this Section 5.8.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC agrees that all rights to indemnification now existing The Surviving Corporation will (i) maintain in favor of any employee, agent, director or officer of MeriStar and the MeriStar Subsidiaries (the "Indemnified Parties") as provided in their respective charters or by-laws, in an agreement between an Indemnified Party and MeriStar or one of the MeriStar Subsidiaries, or otherwise in effect on the date of this Agreement shall survive the Merger and shall continue in full force and effect for a period of not less than six years after the Effective Time; provided that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officersif available, directors, employees or agents of MeriStar or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, including the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. (b) ASC agrees that, from and after the Effective Time, it shall cause the Surviving Corporation to maintain in effect for not less than six years from the Effective Time the current policies of the directors' and officers' liability insurance maintained by MeriStar; provided the Company immediately prior to the Effective Time (PROVIDED, that the Surviving Corporation may substitute therefor policies with reputable and financially sound carriers, of at least the same coverage and amounts containing terms and conditions which that are no less advantageousfavorable to the directors and officers of the Company) or (ii) obtain as of the Effective Time "tail" insurance policies with a claims period of six years from the Effective Time with at least the same coverage and amounts and containing terms and conditions that are no less favorable to the directors and officers of the Company, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage each case with respect to matters occurring prior claims arising out of or relating to events which occurred before or at the Effective Time; and providedPROVIDED, furtherHOWEVER, that in no event will the Surviving Corporation shall not be required to pay expend an annual premium for such coverage in excess of 300200% of the last annual premium paid by MeriStar the Company for such insurance prior to the date of this AgreementAgreement (the "MAXIMUM PREMIUM"). If such insurance coverage cannot be obtained at all, and if or can only be obtained at an annual premium in excess of the Maximum Premium, the Surviving Corporation is unable to will obtain the that amount of directors' and officers' insurance required by this Section 5.11(b(or "tail" coverage) it shall obtain as much comparable insurance as possible obtainable for an annual premium equal to such maximum amountthe Maximum Premium. (cb) The provisions of this Section 5.11 6.8 will survive the Closing and are intended to be for the benefit of of, and will be enforceable by, each Indemnified Party and his its successors and representatives after the Effective Time and their rights under this Section 6.8 are in addition to, and will not be deemed to be exclusive of, any other rights to which an Indemnified Party is entitled, whether pursuant to Law, Contract, the Company Organizational Documents (or her heirs similar organizational document) of the Surviving Corporation or any of its Subsidiaries or otherwise. (c) Following the Effective Time, the Surviving Corporation and representativeseach of its Subsidiaries shall include and maintain in effect in their respective Articles of Incorporation or bylaws (or similar organizational document) for a period of six years after the Effective Time, provisions regarding the elimination of liability of directors (or their equivalent), indemnification of officers and directors thereof and advancement of expenses which are, with respect to each such entity, no less advantageous to the intended beneficiaries than the corresponding provisions contained in such organizational documents as of the date of this Agreement. (d) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Persons, or (ii) transfers all or substantially all of its properties or assets to any Person, then and in each case, proper provision will be made so that the applicable successors, assigns or transferees assume the obligations set forth in this Section 6.8. 48

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Valero shall (ai) ASC agrees that indemnify and hold harmless, and provide advancement of expenses to, all rights to indemnification now existing in favor past and present directors, officers and employees of any employee, agent, director or officer of MeriStar UDS and the MeriStar its Subsidiaries (in all of their capacities) (A) to the "Indemnified Parties") same extent such persons are indemnified or have the right to advancement of expenses as provided in their respective charters or by-laws, in an agreement between an Indemnified Party and MeriStar or one of the MeriStar Subsidiaries, or otherwise in effect on the date of this Agreement shall survive by UDS pursuant to UDS's Certificate of Incorporation, By-laws and indemnification agreements, if any, in existence on the Merger date hereof with, or for the benefit of, any directors, officers and shall continue employees of UDS and its Subsidiaries and (B) without limitation to clause (A), to the fullest extent permitted by law, in full force each case for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (ii) include and cause to be maintained in effect in the Surviving Corporation's (or any successor to the business of the Surviving Corporation) certificate of incorporation and by-laws for a period of not less than six years after the Effective Time; provided that in the event any claim or claims are asserted or made within such six-year period, all rights to provisions regarding elimination of liability of directors, indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, directors and employees or agents and advancement of MeriStar or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, including the transactions contemplated by this Agreement. Without limiting the generality of the foregoingexpenses which are, in the event any such Indemnified Party is or becomes involved aggregate, no less advantageous to the intended beneficiaries than the corresponding provisions contained in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated current Certificate of Incorporation and By-laws of UDS and (iii) cause to be maintained by this Agreement, occurring at or after, the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal and other expenses (including or any successor to the cost business of any investigation and preparation) incurred in connection therewith. (b) ASC agrees that, from and after the Effective Time, it shall cause the Surviving Corporation to maintain in effect Corporation) for not less than a period of six years from after the Effective Time the current policies of the directors' and officers' liability insurance and fiduciary liability insurance maintained by MeriStar; UDS (provided that the Surviving Corporation Valero (or any such successor) may substitute therefor one or more policies of at least the same coverage and amounts containing terms and conditions which are are, in the aggregate, no less advantageous, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage advantageous to the insured) with respect to matters occurring prior to claims arising from facts or events that occurred on or before the Effective Time; and provided, furtherhowever, that in no event shall Valero (or any such successor) be required to expend in any one year an amount in excess of 200% of the Surviving Corporation annual premiums currently paid by UDS for such insurance; and, provided further that if the annual premiums of such insurance coverage exceed such amount, Valero (or any such successor) shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. The obligations of Valero (or any such successor) under this Section 6.7 shall not be required terminated or modified in such a manner as to pay an annual premium in excess adversely affect any indemnitee to whom this Section 6.7 applies without the consent of 300% of such affected indemnitee (it being expressly agreed that the last annual premium paid by MeriStar prior indemnitees to the date of whom this AgreementSection 6.7 applies and their respective heirs and other representatives shall be third-party beneficiaries of, and if the Surviving Corporation is unable entitled to obtain the insurance required by enforce, this Section 5.11(b) it shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amount6.7). (c) The provisions of this Section 5.11 are intended to be for the benefit of each Indemnified Party and his or her heirs and representatives.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC Parent agrees that all rights to indemnification indemnification, advancement of expenses and exculpation by the Company now existing in favor of each Person who is now, or has been at any employeetime prior to the date hereof or who becomes prior to the Effective Time a member, agentofficer, director director, or officer manager of MeriStar and the MeriStar Company or any of its Subsidiaries (the "each an “Indemnified Parties"Party”) as provided in their respective charters or by-lawsthe Organizational Documents of the Company, in an agreement between an Indemnified Party and MeriStar or one of the MeriStar Subsidiaries, or otherwise each case as in effect on the date of this Agreement Agreement, or pursuant to any other Contracts in effect on the date hereof and disclosed in Section 5.09 of the Company Disclosure Letter, shall be assumed by the Surviving Company in the Merger, without further action, at the Effective Time and shall survive the Merger and shall continue remain in full force and effect in accordance with their terms, and, in the event that any proceeding is pending or asserted or any claim made during such period, until the final disposition of such proceeding or claim. (b) The certificate of incorporation and bylaws of Parent after the Effective Time shall contain provisions with respect to exculpation and indemnification that are, to the extent permitted by the Laws of the State of Delaware in the event the Conversion is consummated or by the Laws of the State of Washington in the event the Conversion is not consummated, at least as favorable as those contained in the certificate of incorporation and bylaws of Parent immediately prior to the Effective Time, which provisions will not be amended, repealed or otherwise modified for a period of not less than six years after the Effective Time in any manner that would adversely affect the rights thereunder of Indemnified Parties unless such modification is required by law. For six years after the Effective Time; provided that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by under applicable law with respect to Law, the Parent (the “Indemnifying Party”) shall indemnify, defend, and hold harmless each Indemnified Party against all acts losses, claims, damages, liabilities, fees, expenses, judgments, and omissions fines arising in whole or in part out of actions or omissions in their capacity as such individuals' services as officers, directors, employees occurring at or agents of MeriStar or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, Time (including in connection with the transactions contemplated by this Agreement. Without limiting ), and shall reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such losses, claims, damages, liabilities, fees, expenses, judgments, and fines as such expenses are incurred, subject to the generality Parent’s receipt of the foregoing, an undertaking by such Indemnified Party to repay such legal and other fees and expenses paid in the event any advance if it is ultimately determined in a final and non-appealable judgment of a court of competent jurisdiction that such Indemnified Party is not entitled to be indemnified under applicable Law; provided, however, that the Parent will not be liable for any settlement effected without the Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned, or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewithdelayed). (bc) ASC agrees that, from and after the Effective Time, it The Parent shall cause the Surviving Corporation to (i) maintain in effect for not less than a period of six years from after the Effective Time the current policies of the directors' ’ and officers' ’ liability insurance maintained by MeriStar; provided the Company immediately prior to the Effective Time (provided, that the Surviving Corporation Parent may substitute therefor policies policies, of at least the same coverage and amounts and containing terms and conditions which that are no not less advantageousadvantageous to the directors and officers of the Company and its Subsidiaries when compared to the insurance maintained by the Company as of the date hereof); or (ii) obtain as of the Effective Time “tail” insurance policies with a claims period of six years from the Effective Time with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the directors, taken as a wholemanagers and officers of the Company and its Subsidiaries, and provided that such substitution shall not result in any gaps or lapses in coverage each case with respect to matters occurring prior claims arising out of or relating to events which occurred before or at the Effective Time; Time (including in connection with the transactions contemplated by this Agreement). (d) The obligations of the Parent under this Section 5.09 shall survive the consummation of the Merger and provided, further, that the Surviving Corporation shall not be required terminated or modified in such a manner as to pay an annual premium in excess adversely affect any Indemnified Party to whom this Section 5.09 applies without the consent of 300% of such affected Indemnified Party (it being expressly agreed that the last annual premium paid by MeriStar prior Indemnified Parties to the date whom this Section 5.09 applies shall be third party beneficiaries of this AgreementSection 5.09, and if each of whom may enforce the Surviving Corporation is unable to obtain the insurance required by this Section 5.11(b) it shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amount. (c) The provisions of this Section 5.11 are intended 5.09). (e) In the event the Parent or any of its successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger; or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of the Parent shall assume all of the obligations set forth in this Section 5.09. The agreements and covenants contained herein shall not be deemed to be for the benefit exclusive of each any other rights to which any Indemnified Party is entitled, whether pursuant to Law, Contract, or otherwise. Nothing in this Agreement is intended to, shall be construed to or shall release, waive, or impair any rights to directors’ and his officers’ insurance claims under any policy that is or her heirs has been in existence with respect to the Company or its officers, directors, managers and representativesemployees, it being understood and agreed that the indemnification provided for in this Section 5.09 is not prior to, or in substitution for, any such claims under any such policies.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC agrees that all All rights to indemnification indemnification, advancement of expenses and exculpation by the Company now existing in favor of any employeePerson who is now, agentor has been at any time prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company or any of its Subsidiaries or at any time is or has been serving at the request of the Company or any of its Subsidiaries as a director, director officer, fiduciary or officer trustee of MeriStar and the MeriStar Subsidiaries a Company Employee Plan (the "each an “Indemnified Parties"Party”) as provided in their respective charters or by-lawsthe Company Organizational Documents, in an agreement between an Indemnified Party and MeriStar or one of the MeriStar Subsidiaries, or otherwise each case as in effect on the date of this Agreement Agreement, or pursuant to any other Contracts in effect on the date hereof and as provided or made available to Parent prior to the date hereof and disclosed on Section 6.08 of the Company Disclosure Letter, shall be assumed by the Surviving Corporation in the Merger, without further action, at the Effective Time and shall survive the Merger and shall continue remain in full force and effect in accordance with their terms until the expiration of the applicable statute of limitations with respect to any claims against such Indemnified Parties, and, in the event that any proceeding is pending or asserted or any claim made during such period, until the final disposition of such proceeding or claim. In furtherance and not in limitation of the foregoing, for a period of not less than six (6) years after the Effective Time; provided that in , the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect articles of any such claim or claims shall continue until final disposition incorporation and bylaws of any and all such claims. The the Surviving Corporation shall indemnify all Indemnified Parties contain provisions no less favorable to the fullest extent permitted by applicable law Indemnified Parties, with respect to all acts exculpation, indemnification and omissions arising out advancement of such individuals' services as officers, directors, employees expenses for periods at or agents of MeriStar or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, than are set forth, as of the date of this Agreement, in the Company Organizational Documents. (b) For six (6) years after the Effective Time, to the fullest extent permitted under applicable Law, Parent and the Surviving Corporation (the “Indemnifying Parties”) shall indemnify, defend and hold harmless each Indemnified Party against all losses, claims, damages, liabilities, fees, expenses (including reasonable legal fees and disbursements), obligations, judgments, fines and settlements (in the case of settlements, with the approval of an Indemnifying Party (which approval shall not be unreasonably withheld)) (collectively, “Losses”) arising in whole or in part out of actions or omissions in their capacity as such occurring at or prior to the Effective Time (including in connection with the transactions contemplated by this Agreement. Without limiting ), and shall promptly advance or reimburse in accordance with Company Organization Documents and existing indemnification agreements, as applicable, each Indemnified Party any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such Losses as such expenses are incurred, subject to the generality Surviving Corporation’s receipt of the foregoing, an undertaking by such Indemnified Party to repay such legal and other fees and expenses paid in the event any advance if it is ultimately determined in a final and non-appealable judgment of a court of competent jurisdiction that such Indemnified Party is not entitled to be indemnified under applicable Law. Notwithstanding the foregoing, no Indemnifying Party shall be required to indemnify any Indemnified Party pursuant hereto if it shall be determined by a final judgment of a court of competent jurisdiction that the Indemnified Party acted in bad faith and not in a manner such Indemnified Party believed to be in or becomes involved not opposed to the best interests of the Company or any Subsidiary of the Company. (c) The Company shall obtain, at or prior to the Offer Closing, and effective on and after the Offer Closing, a prepaid, fully-earned and non-cancellable “tail” directors’ and officers’ liability insurance policy in any capacity in any action, proceeding respect of acts or investigation in connection with any matter, including the transactions contemplated by this Agreement, omissions occurring at or after, prior to the Effective Time with a claims period of six (6) years from the Effective Time, covering each Person who is covered by any such policy on the Surviving Corporation shall pay as incurred such Indemnified Party's legal date of this Agreement, with the coverage and other expenses (including the cost of any investigation amounts and preparation) incurred in connection therewith. (b) ASC agrees that, from and after the Effective Time, it shall cause the Surviving Corporation to maintain in effect for not less than six years from the Effective Time the current policies of the directors' and officers' liability insurance maintained by MeriStar; provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which that are no not less advantageousadvantageous to the directors and officers of the Company and its Subsidiaries than those of the directors’ and officers’ liability insurance policy in effect on the date of this Agreement; provided, taken as a wholehowever, that the aggregate premium therefor is not in excess of 200% of the annual premium paid by the Company for coverage for its current policy year for such insurance, and provided that if the premium therefor would be in excess of such substitution amount, the Company shall not result in any gaps or lapses in purchase such “tail” policy with the greatest coverage with respect available as to matters occurring prior to the Effective TimeTime as is available for a cost not exceeding that premium amount; and providedin the event of an expiration, furthertermination or cancellation of such policy, that Parent or the Surviving Corporation shall not be required to pay an annual premium in excess of 300% of the last annual premium paid by MeriStar prior obtain as much coverage as is possible under substantially similar policies for such maximum aggregate amount. Notwithstanding anything to the date of this Agreementcontrary contained herein, and if any such tail policy may not be amended, modified, cancelled or revoked after the Offer Closing by the Company, Parent or the Surviving Corporation in any manner that is unable adverse to obtain the insurance required beneficiaries. Such tail policy shall include appropriate language reflecting Parent as “Successor in Interest” in the interest of resolving any potential liabilities arising from claims brought after the Effective Time against Parent (as owner of the Surviving Corporation), or including Parent, in relation to acts by this Section 5.11(b) it shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amountCompany taking place on or before the Effective Time. (cd) The obligations of Parent and the Surviving Corporation under this Section 6.08 shall survive the consummation of the Merger and shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party to whom this Section 6.08 applies without the consent of such affected Indemnified Party (it being expressly agreed that the Indemnified Parties to whom this Section 6.08 applies shall be third-party beneficiaries of this Section 6.08, each of whom may enforce the provisions of this Section 5.11 are intended 6.08). (e) In the event Parent, the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 6.08. The agreements and covenants contained herein shall not be deemed to be for the benefit exclusive of each any other rights to which any Indemnified Party is entitled, whether pursuant to Law, Contract or otherwise. Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and his officers’ insurance claims under any policy that is or her heirs has been in existence with respect to the Company or its officers, directors and representativesemployees, it being understood and agreed that the indemnification provided for in this Section 6.08 is not prior to, or in substitution for, any such claims under any such policies.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC agrees that Buyer shall (i) for a period of six years from the Effective Time, indemnify, defend and hold harmless against all rights to indemnification now existing in favor losses, claims, damages, expenses or liabilities, and provide advancement of any employeeexpenses to, agentall past and present directors, director or officer officers, managers and employees of MeriStar and the MeriStar Subsidiaries (the "Indemnified Parties") as provided in their respective charters or by-laws, in an agreement between an Indemnified Party and MeriStar or one each of the MeriStar SubsidiariesAcquired Companies (in all of their capacities as such) (“Indemnified Individuals”), to the same extent such persons are indemnified, defended, held harmless or otherwise in effect on have the right to advancement of expenses as of the date of this Agreement shall survive by Seller or any of its Affiliates (including the Merger Acquired Companies) pursuant to the respective charter documents or by-laws (or similar governance document) of Seller or any of its Affiliates (including the Acquired Companies) and shall continue any indemnification agreements in full force and effect existence on the date hereof with any such Indemnified Individuals for a period of not less than six years after acts or omissions occurring at or prior to the Effective TimeTime (including for acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby); provided that in the event any claim or claims are is asserted or made within such six-six year period, all rights to indemnification hereunder in respect of any such claim or claims shall continue until final disposition thereof and (ii) cause to be maintained for a period of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, employees or agents of MeriStar or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, including the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. (b) ASC agrees that, from and after the Effective Time, it shall cause the Surviving Corporation to maintain in effect for not less than six years from after the Effective Time the current policies of the directors' ’ and officers' ’ liability insurance and fiduciary liability insurance maintained by MeriStar; Seller and its Affiliates (including the Acquired Companies) covering directors and officers of the Acquired Companies (provided that the Surviving Corporation Buyer may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are are, in the aggregate, no less advantageous, taken as a whole, advantageous to the insured than the current policies maintained by Seller and provided that such substitution shall not result in any gaps or lapses in coverage its Affiliates (including the Acquired Companies)) with respect to matters occurring prior to claims arising from facts or events that occurred at or before the Effective Time; and provided, furtherhowever, that the Surviving Corporation in no event shall not Buyer be required to pay expend in any one year an annual premium amount in excess of 300% of the last annual premium premiums currently paid by MeriStar prior to Seller and its Affiliates (including the date of this AgreementAcquired Companies) for such insurance and provided, and further, that if the Surviving Corporation is unable annual premiums of such insurance coverage exceed such amount, Buyer shall be obligated to obtain a policy with the insurance required by this Section 5.11(b) it shall obtain as much comparable insurance as possible for an annual premium equal greatest coverage available to a cost not exceeding such maximum amount. (cb) The provisions of this Section 5.11 8.19 are intended to be for the benefit of of, and shall be enforceable by, each Indemnified Party Individual and his or her heirs and legal representatives.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC The Company agrees that all rights to indemnification now existing in favor of any employee, agent, director or officer of MeriStar Rugby USA and the MeriStar Rugby USA Subsidiaries (the "Indemnified Parties") as provided in their respective charters articles of incorporation or by-lawslaws or other organizational documents, in an agreement between an Indemnified Party and MeriStar Rugby USA or one of the MeriStar Rugby USA Subsidiaries, or otherwise in effect on the date of this Agreement hereof shall survive the Merger Closing and shall continue in full force and effect for a period of not less than six years after from the Effective TimeClosing Date; provided provided, that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. The Surviving Corporation shall Company also agrees to indemnify after the Closing all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, employees or agents of MeriStar Rugby USA or any of the MeriStar Rugby USA Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar Rugby USA or any of the MeriStar Rugby USA Subsidiaries, occurring prior to the Effective TimeClosing, including the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or afterprior to, and including, the Effective TimeClosing, after the Surviving Corporation shall Closing the Company will pay as incurred such Indemnified Party's reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. (b) ASC agrees that, The Company shall from and after the Effective Time, it shall Closing cause the Surviving Corporation to maintain be maintained in effect for not less than six years from the Effective Time Closing Date the current policies of the directors' and officers' liability insurance maintained by MeriStarRugby USA; provided provided, that the Surviving Corporation Company may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous, taken as a whole, advantageous and provided that such substitution shall not result in any gaps or lapses in coverage with respect to matters occurring prior to the Effective TimeClosing Date; and provided, further, that the Surviving Corporation Company shall not be required to pay an annual premium in excess of 300150% of the last annual premium paid by MeriStar Rugby USA prior to the date of this Agreement, hereof and if the Surviving Corporation Company is unable to obtain the insurance required by this Section 5.11(b5.9(b) it shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amount. (c) The provisions of this Section 5.11 are intended to 5.9 shall be for enforceable by the benefit directors and officers of each Indemnified Party Rugby USA and his or her heirs and representativesthe Rugby USA Subsidiaries as third party beneficiaries.

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, Globespan shall (a) ASC agrees that indemnify and hold harmless, and provide advancement of expenses to, all rights to indemnification now existing in favor past and present directors, officers and employees of any employee, agent, director or officer of MeriStar Virata and the MeriStar its Subsidiaries (in all of their capacities) (i) to the "Indemnified Parties") same extent such individuals are indemnified or have the right to advancement of expenses as provided in their respective charters or by-laws, in an agreement between an Indemnified Party and MeriStar or one of the MeriStar Subsidiaries, or otherwise in effect on the date of this Agreement shall survive by Virata pursuant to Virata's Certificate of Incorporation, By-Laws and indemnification agreements, if any, in existence on the Merger date hereof with, or for the benefit of, any directors, officers and shall continue in full force employees of Virata and effect for a period of not less than six years after the Effective Time; provided that in the event any claim or claims are asserted or made within such six-year periodits Subsidiaries and (ii) without limitation to subclause (i) above, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all law, in each case for acts and or omissions arising out of such individuals' services as officers, directors, employees occurring at or agents of MeriStar or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated by this Agreement. Without limiting hereby), (b) include and cause to be maintained in effect in the generality Surviving Corporation's (or any successor's) Certificate of Incorporation and By-Laws for a period of six (6) years after the foregoingEffective Time, provisions regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses that are, in the event any such Indemnified Party is or becomes involved aggregate, no less advantageous to the intended beneficiaries than the corresponding provisions contained in any capacity in any actionthe current Certificate of Incorporation and By-Laws of Virata and (c) cause to be maintained, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, for a period of six (6) years after the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. (b) ASC agrees that, from and after the Effective Time, it shall cause the Surviving Corporation to maintain in effect for not less than six years from the Effective Time the current policies of the directors' and officers' liability insurance and fiduciary liability insurance maintained by MeriStar; Virata (provided that the Surviving Corporation Globespan (or any successor thereto) may substitute therefor one or more policies of at least the same coverage and amounts containing terms and conditions which are that are, in the aggregate, no less advantageous, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage advantageous to the insured) with respect to matters occurring prior to claims arising from facts or events that occurred on or before the Effective Time; and provided, furtherhowever, that the Surviving Corporation -------- ------- in no event shall not Globespan be required to pay expend in any one year an annual premium amount in excess of 300% of the last annual premium premiums paid by MeriStar prior to Virata on the date of this Agreementhereof for such insurance; and, and provided further that if the Surviving Corporation is unable to annual premiums of such insurance -------- ------- coverage exceed such amount, Globespan shall obtain a policy with the insurance required by greatest coverage available for a cost not exceeding such amount. The obligations of Globespan under this Section 5.11(b) 6.7 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.7 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 6.7 applies shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amount. (c) The provisions be third-party beneficiaries of this Section 5.11 are intended to be for the benefit of each Indemnified Party and his or her heirs and representatives6.7).

Directors’ and Officers’ Indemnification and Insurance. The Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, (a) ASC agrees that indemnify and hold harmless, and provide advancement of expenses to, all rights to indemnification now existing in favor past and present directors, officers and employees of any employee, agent, director or officer of MeriStar the Company and the MeriStar its Subsidiaries (in all of their capacities) (i) to the "Indemnified Parties") same extent such persons are indemnified or have the right to advancement of expenses as provided in their respective charters or by-laws, in an agreement between an Indemnified Party and MeriStar or one of the MeriStar Subsidiaries, or otherwise in effect on the date of this Agreement shall survive by the Merger Company pursuant to the Company's (or such Subsidiary's) certificate of incorporation, bylaws and shall continue indemnification agreements, if any, in full force existence on the date hereof with any directors, officers and effect for a period employees of not less than six years after the Effective Time; provided that in the event any claim or claims are asserted or made within such six-year periodCompany and its Subsidiaries and (ii) without limitation to clause (i), all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all law, in each case for acts and or omissions arising out of such individuals' services as officers, directors, employees occurring at or agents of MeriStar or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoinghereby), in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. (b) ASC agrees that, from include and after the Effective Time, it shall cause to be maintained in effect in the Surviving Corporation Corporation's (or any successor's) certificate of incorporation and bylaws, the current provisions regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses contained in the certificate of incorporation and bylaws of the Company and (c) cause to maintain in effect be maintained for not less than a period of six years from after the Effective Time the current policies of the directors' and officers' liability insurance and fiduciary liability insurance maintained by MeriStar; the Company (provided that the Surviving Corporation (or any successor) may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are are, in the aggregate, no less advantageous, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage advantageous to the insured) with respect to matters occurring prior to claims arising from facts or events that occurred on or before the Effective Time; and provided, furtherhowever, that the Surviving Corporation in no event shall not Parent be required to pay an aggregate annual premium premiums for insurance under this Section 5.06 in excess of 300250% of the last annual premium premiums paid by MeriStar prior to the Company as of the date of this Agreement, hereof (the "Current Premium") and if such premiums for such insurance at any time exceed 250% of the Surviving Corporation is unable Current Premium, then Parent shall cause to obtain be maintained policies of insurance that provide the insurance required by this Section 5.11(b) it shall obtain as much comparable insurance as possible for maximum coverage available at an annual premium equal to 250% of the Current Premium. The obligations of the Surviving Corporation under this Section 5.06 shall not be terminated or modified in such maximum amount. a manner as to adversely affect any indemnitee to whom this Section 5.06 applies without the consent of such affected indemnitee (c) The provisions it being expressly agreed that the indemnitees to whom this Section 5.06 applies shall be third party beneficiaries of this Section 5.11 are intended to be for the benefit of each Indemnified Party and his or her heirs and representatives5.06).

Directors’ and Officers’ Indemnification and Insurance. (a) ASC The Company agrees that all rights to indemnification now existing in favor of any employee, agent, director or officer of MeriStar Rugby USA and the MeriStar Rugby USA Subsidiaries (the "Indemnified PartiesINDEMNIFIED PARTIES") as provided in their respective charters articles of incorporation or by-lawslaws or other organizational documents, in an agreement between an Indemnified Party and MeriStar Rugby USA or one of the MeriStar Rugby USA Subsidiaries, or otherwise in effect on the date of this Agreement hereof shall survive the Merger Closing and shall continue in full force and effect for a period of not less than six years after from the Effective TimeClosing Date; provided provided, that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. The Surviving Corporation shall Company also agrees to indemnify after the Closing all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, employees or agents of MeriStar Rugby USA or any of the MeriStar Rugby USA Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar Rugby USA or any of the MeriStar Rugby USA Subsidiaries, occurring prior to the Effective TimeClosing, including the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or afterprior to, and including, the Effective TimeClosing, after the Surviving Corporation shall Closing the Company will pay as incurred such Indemnified Party's reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. (b) ASC agrees that, The Company shall from and after the Effective Time, it shall Closing cause the Surviving Corporation to maintain be maintained in effect for not less than six years from the Effective Time Closing Date the current policies of the directors' and officers' liability insurance maintained by MeriStarRugby USA; provided provided, that the Surviving Corporation Company may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous, taken as a whole, advantageous and provided that such substitution shall not result in any gaps or lapses in coverage with respect to matters occurring prior to the Effective TimeClosing Date; and provided, further, that the Surviving Corporation Company shall not be required to pay an annual premium in excess of 300150% of the last annual premium paid by MeriStar Rugby USA prior to the date of this Agreement, hereof and if the Surviving Corporation Company is unable to obtain the insurance required by this Section 5.11(b5.9(b) it shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amount. (c) The provisions of this Section 5.11 are intended to 5.9 shall be for enforceable by the benefit directors and officers of each Indemnified Party Rugby USA and his or her heirs and representativesthe Rugby USA Subsidiaries as third party beneficiaries.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC agrees that all rights to indemnification now existing in favor of any employeeFollowing the Effective Time, agent, director or officer of MeriStar Parent and the MeriStar Surviving Corporation shall, to the extent permitted by law, (i) jointly and severally indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company and its Subsidiaries (in all of their capacities) (A) to the "Indemnified Parties") same extent such individuals are indemnified or have the right to advancement of expenses as provided in their respective charters or by-laws, in an agreement between an Indemnified Party and MeriStar or one of the MeriStar Subsidiaries, or otherwise in effect on the date of this Agreement shall survive by the Merger Company pursuant to the certificate of incorporation and shall continue bylaws of the Company and indemnification agreements, if any, in full force existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company and its Subsidiaries and (B) without limitation to subclause (A) above, to the fullest extent permitted by law, in each case for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (ii) include and cause to be maintained in effect in the certificate of incorporation and bylaws of the Surviving Corporation (or any successor to the Surviving Corporation) for a period of not less than six years after the Effective Time; provided that in the event any claim or claims are asserted or made within such six-year period, all rights to provisions regarding elimination of liability of directors, indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, directors and employees or agents and advancement of MeriStar or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, including the transactions contemplated by this Agreement. Without limiting the generality of the foregoingexpenses that are, in the event any such Indemnified Party is or becomes involved aggregate, no less advantageous to the intended beneficiaries than the corresponding provisions contained in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal current certificate of incorporation and other expenses bylaws and (including the cost iii) cause to be maintained for a period of any investigation and preparation) incurred in connection therewith. (b) ASC agrees that, from and after the Effective Time, it shall cause the Surviving Corporation to maintain in effect for not less than six years from after the Effective Time the current policies of the directors' and officers' liability insurance and fiduciary liability insurance with one or more reputable unaffiliated third-party insurers maintained by MeriStar; the Company (provided that the Surviving Corporation Parent (or any successor thereto) may substitute therefor one or more policies with one or more reputable unaffiliated third-party insurers of at least the same coverage and amounts containing terms and conditions which are that are, in the aggregate, no less advantageous, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage advantageous to the insured) with respect to matters occurring prior to claims arising from facts or events that occurred on or before the Effective Time; and provided, furtherhowever, that in no event shall the Surviving Corporation shall not be required to pay expend in any one year an annual premium amount in excess of 300% of the last annual premium premiums currently paid by MeriStar prior to the date Company for such insurance if the Board of this AgreementDirectors of Parent as constituted after the Effective Time shall have so determined; and, and provided further that if the annual premiums of such insurance coverage exceed such amount, the Surviving Corporation is unable shall obtain a policy with at least the greatest coverage available for a cost not exceeding such amount. Notwithstanding any foregoing provision to obtain the contrary, the treatment of past and present directors, officers and employees of the Company and its Subsidiaries with respect to elimination of liability, indemnification, advancement of expenses and liability insurance required by under this Section 5.11(b) it 7.06 shall obtain as much comparable insurance as possible for an annual premium equal be, in the aggregate, no less advantageous to such maximum amountthe intended beneficiaries thereof than the corresponding treatment of the past and present directors, officers and employees of Parent and its Subsidiaries under Section 7.06(b). (cb) The provisions obligations of Parent and the Surviving Corporation under this Section 7.06 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 7.06 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 7.06 applies shall be third-party beneficiaries of this Section 5.11 are intended to be for the benefit of each Indemnified Party and his or her heirs and representatives7.06).

Directors’ and Officers’ Indemnification and Insurance. (a) ASC MeriStar agrees that all rights to indemnification now existing in favor of any employeedirector, agentofficer, director employee or officer agent of MeriStar Interstate and the MeriStar Interstate Subsidiaries (the "Indemnified PartiesINDEMNIFIED PARTIES") as provided in their respective charters or by-lawscorporate governance documents, in an agreement between an Indemnified Party and MeriStar Interstate or one of the MeriStar Interstate Subsidiaries, or otherwise otherwise, in each case as in effect on the date of this Agreement Agreement, shall survive the Merger and shall continue in full force and effect for a period of not less than six years after the Effective Time; provided that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law Law with respect to all acts and omissions arising out of such individuals' services as officers, directors, employees or agents of MeriStar Interstate or any of the MeriStar Interstate Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar Interstate or any of the MeriStar Interstate Subsidiaries, occurring prior to the Effective Time, including the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, after the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. (b) ASC MeriStar agrees that, from and after the Effective Time, it shall cause the Surviving Corporation to shall maintain in effect for not less than six years from the Effective Time the current policies of the directors' and officers' liability insurance maintained by MeriStarInterstate; provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage with respect to matters occurring prior to the Effective Time; and provided, further, that the Surviving Corporation shall not be required to pay an annual premium in excess of 300% of the last annual premium paid by MeriStar Interstate prior to the date of this Agreement, and and, if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11(b) 5.10(b), it shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amount. (c) The provisions of this Section 5.11 5.10 are intended to be for the benefit of each Indemnified Party and his or her heirs and representatives.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC agrees Parent and Merger Sub agree that all rights to indemnification and exculpation from liability for acts or omissions occurring prior to the Closing by the Company now existing in favor of each Person who is now, or has been at any employeetime prior to the date hereof, agent, an officer or director or officer of MeriStar and the MeriStar Subsidiaries Company (the "each an “D&O Indemnified Parties"Party”) as provided in their respective charters the Company’s certificate of incorporation or by-lawsbylaws, in an agreement between an Indemnified Party and MeriStar or one of the MeriStar Subsidiaries, or otherwise each case as in effect on the date of this Agreement and previously provided to Parent, shall be assumed by the Surviving Corporation in the Merger, without further action, at the Effective Time and shall survive the Merger and shall continue remain in full force and effect in accordance with their terms for a period of not less than six (6) years after the Effective Time; provided that Closing Date, and, in the event that any proceeding is pending or asserted or any claim or claims are asserted or made within during such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until the final disposition of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties proceeding or claim. (b) Prior to the fullest extent permitted by applicable law Closing, the Company shall obtain and fully pay for “tail” insurance policies with a claims period of at least six (6) years from the Effective Time (but only four (4) years from the Effective Time for the errors and omissions coverage) with at least the same coverage and amount and containing terms and conditions that are not less advantageous to the directors and officers of the Company as the Company’s existing policies with respect to all acts and omissions claims arising out of such individuals' services as officers, directors, employees or agents of MeriStar relating to events which occurred before or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to at the Effective Time, Time (including in connection with the transactions contemplated by this Agreement) (the “D&O and E&O Tail Policies”). Without limiting the generality of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, the Effective Time, the Surviving Corporation The Company shall pay as incurred such Indemnified Party's legal and other expenses (including bear the cost of any investigation the D&O and preparation) incurred E&O Tail Policies, and such costs, to the extent not paid prior to the Closing, shall be included in connection therewith. the Transaction Expenses. During the term of the D&O and E&O Tail Policies, Parent shall not (b) ASC agrees that, from and after the Effective Time, it shall cause the Surviving Corporation to maintain in effect for not less than six years from to), without the Effective Time the current policies prior consent of the directors' and officers' liability insurance maintained by MeriStarShareholder Representative, cancel the D&O or E&O Tail Policies or waive or amend any provision therein; provided provided, that neither Parent, the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous, taken as a whole, and provided that such substitution nor any Affiliate thereof shall not result in any gaps or lapses in coverage with respect to matters occurring prior to the Effective Time; and provided, further, that the Surviving Corporation shall not be required obligated to pay an annual premium any premiums or other amounts in excess respect of 300% of the last annual premium paid by MeriStar prior to the date of this Agreement, and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11(b) it shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amountD&O or E&O Tail Policy. (c) The obligations of Parent and the Surviving Corporation under this Section 5.3 shall survive the consummation of the Merger and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party to whom this Section 5.3 applies without the consent of such affected D&O Indemnified Party (it being expressly agreed that the D&O Indemnified Parties to whom this Section 5.3 applies shall be third-party beneficiaries of this Section 5.3, each of whom may enforce the provisions of this Section 5.11 are intended 5.3). (d) In the event Parent, the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, Parent shall use its commercially reasonable efforts to cause the successors and assigns of Parent or the Surviving Corporation, as the case may be, to assume all of the obligations set forth in this Section 5.3. The agreements and covenants contained herein shall not be deemed to be for the benefit exclusive of each any other rights to which any Indemnified Party is entitled, whether pursuant to Law, contract or otherwise. Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and his officers’ insurance claims under any policy that is or her heirs has been in existence with respect to the Company or its officers, directors and representativesemployees, it being understood and agreed that the indemnification provided for in this Section 5.3 is not prior to, or in substitution for, any such claims under any such policies.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC From and after the Effective Time Riverwood agrees that it will (i) indemnify and hold harmless, against any costs or expenses (including attorney’s fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, and provide advancement of expenses to, all rights to indemnification now existing in favor past and present directors, officers, employees and agents of any employee, agent, director or officer of MeriStar the Company and the MeriStar its Subsidiaries (in all of their capacities) (A) to the "Indemnified Parties") same extent such persons are indemnified or have the right to advancement of expenses as provided in their respective charters or by-laws, in an agreement between an Indemnified Party and MeriStar or one of the MeriStar Subsidiaries, or otherwise in effect on the date of this Agreement shall survive by the Merger Company pursuant to the Company’s articles of incorporation, bylaws and shall continue indemnification agreements, if any, in full force existence on the date hereof with any directors, officers and employees of the Company and its Subsidiaries and (B) without limitation to clause (A), to the fullest extent permitted by law, in each case, for acts or omissions at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (ii) include and cause to be maintained in effect in the Surviving Company’s and Riverwood’s (or any successor’s) certificate of incorporation and bylaws for a period of not less than six years after the Effective Time; provided that , the current provisions regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses contained in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect certificate of any such claim or claims shall continue until final disposition of any incorporation and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, employees or agents of MeriStar or any bylaws of the MeriStar Subsidiaries or as trustees or fiduciaries Company and (iii) cause to be maintained for a period of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, including the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. (b) ASC agrees that, from and after the Effective Time, it shall cause the Surviving Corporation to maintain in effect for not less than six years from after the Effective Time the current policies of the directors' ’ and officers' ’ liability insurance and fiduciary liability insurance maintained by MeriStar; the Company (provided that the Surviving Corporation Riverwood (or any successor) may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are are, in the aggregate, no less advantageous, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage advantageous to the insured) with respect to matters occurring prior to claims arising from facts or events that occurred on or before the Effective Time; Time (including for acts or omissions occurring in connection with the approval of this Agreement and provided, further, the consummation of the transactions contemplated hereby). Such substitute policies shall be issued by insurance companies having the same or better ratings and levels of creditworthiness as the insurance companies that have issued the Surviving Corporation current policies. The obligations of Riverwood under this Section 5.7 shall not be required terminated or modified in such a manner as to pay an annual premium in excess adversely affect any indemnitee to whom this Section 5.7 applies without the consent of 300% of such affected indemnitee (it being expressly agreed that the last annual premium paid by MeriStar prior indemnitees to the date whom this Section 5.7 applies shall be third party beneficiaries of this Agreement, and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11(b) it shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amount5.7). (cb) The If Riverwood or any of its successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or Surviving Company or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then, and in each such case, proper provisions shall be made so that the successors and assigns of Riverwood shall assume all of the obligations set forth in this Section 5.11 are intended to be for the benefit of each Indemnified Party and his or her heirs and representatives5.7.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC agrees that all rights The partnership agreement of the Surviving Entity shall, with respect to indemnification now existing in favor of any employeedirectors and officers, agentnot be amended, director or officer of MeriStar and the MeriStar Subsidiaries (the "Indemnified Parties") as provided in their respective charters or by-laws, in an agreement between an Indemnified Party and MeriStar or one of the MeriStar Subsidiaries, repealed or otherwise in effect on the date of this Agreement shall survive the Merger and shall continue in full force and effect for a period of not less than six years modified after the Effective Time; provided Times in any manner that in would adversely affect the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, employees or agents of MeriStar or any thereunder of the MeriStar Subsidiaries or as trustees or fiduciaries of Persons who at any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring time prior to the Effective Time, Time were identified as prospective indemnitees under the TEPPCO Partnership Agreement in respect of actions or omissions occurring at or prior to the Effective Times (including the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith). (b) ASC agrees that, from and For a period of six (6) years after the Effective TimeTimes, it Enterprise shall cause the Surviving Corporation to maintain in effect for not less than six years from the Effective Time the current policies of the officers’ and directors' and officers' ’ liability insurance maintained by MeriStar; provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage with respect to matters occurring covering each Person who is immediately prior to the Effective Time; and providedTimes, further, that the Surviving Corporation shall not be required to pay an annual premium in excess of 300% of the last annual premium paid by MeriStar or has been at any time prior to the date Effective Times, an officer or director of TEPPCO GP, TEPPCO or the TEPPCO Subsidiaries and each Person who immediately prior to the Effective Times is serving or prior to the Effective Times has served at the request of TEPPCO GP, TEPPCO or the TEPPCO Subsidiaries as a director, officer, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) who are or at any time prior to the Effective Times were covered by the existing officers’ and directors’ liability insurance applicable to the TEPPCO Entities or TEPPCO Subsidiaries (“D&O Insurance”) policies on terms no less advantageous to the Indemnified Parties than such existing insurance with respect to acts or omissions, or alleged acts or omissions, prior to the Effective Times (whether claims, actions or other proceedings relating thereto are commenced, asserted or claimed before or after the Effective Times). Enterprise shall have the right to cause coverage to be extended under the D&O Insurance by obtaining a six-year “tail” policy on terms and conditions no less advantageous than the existing D&O Insurance, and such “tail” policy shall satisfy the provisions of this Agreement, and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11(b) it shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amount6.6(b). (c) The rights of each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party may have under the TEPPCO GP LLC Agreement, TEPPCO Partnership Agreement, under Delaware law or otherwise, but shall in no event entitle any Indemnified Party to duplicative payments or reimbursement. The provisions of this Section 5.11 6.6 shall survive the consummation of the TEPPCO Merger and expressly are intended to benefit each of the Indemnified Parties. (d) In the event Enterprise or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be for the benefit continuing or surviving entity in such consolidation or merger or (ii) transfers all or substantially all of each Indemnified Party its properties and his or her heirs assets to any person, then and representativesin either such case, Enterprise shall cause proper provision to be made so that its successors and assigns, as the case may be, shall assume the obligations set forth in Section 6.7.

Directors’ and Officers’ Indemnification and Insurance. The Surviving ------------------------------------------------------ Corporation shall, and Newco shall cause the Surviving Corporation to, (i) indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of OSI and its Subsidiaries (in all of their capacities) (a) ASC agrees that all rights to indemnification now existing in favor the same extent such persons are indemnified or have the right to advancement of any employee, agent, director or officer expenses as of MeriStar and the MeriStar Subsidiaries (the "Indemnified Parties") as provided in their respective charters or by-laws, in an agreement between an Indemnified Party and MeriStar or one of the MeriStar Subsidiaries, or otherwise in effect on the date of this Agreement shall survive by OSI pursuant to OSI's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the Merger date hereof with any directors, officers and shall continue employees of OSI and its Subsidiaries and (b) without limitation to clause (a), to the fullest extent permitted by law, in full force each case for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (ii) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of not less than six years after the Effective Time; provided that , the current provisions regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses contained in the event any claim or claims are asserted or made within such six-year period, all rights certificate of incorporation and bylaws of OSI and (iii) cause to indemnification in respect be maintained for a period of any such claim or claims shall continue until final disposition of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, employees or agents of MeriStar or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, including the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. (b) ASC agrees that, from and after the Effective Time, it shall cause the Surviving Corporation to maintain in effect for not less than six years from after the Effective Time the current policies of the directors' and officers' liability insurance and fiduciary liability insurance maintained by MeriStar; OSI (provided that the Surviving Corporation (or any successor) may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are are, in the aggregate, no less advantageous, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage advantageous to the insured) with respect to matters occurring prior to claims arising from facts or events that occurred on or before the Effective Time; and provided, further-------- however, that in no event shall the Surviving Corporation be required to expend ------- in any one year an amount in excess of 200% of the annual premiums currently paid by OSI for such insurance. The obligations of the Surviving Corporation under this Section 5.8 shall not be required terminated or modified in such a manner as to pay an annual premium in excess of 300% of the last annual premium paid by MeriStar prior adversely affect any indemnitees to the date of this Agreement, and if the Surviving Corporation is unable to obtain the insurance required by whom this Section 5.11(b) 5.8 applies without the consent of such affected indemnitees (it being expressly agreed that the indemnitees to whom this Section 5.8 applies shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amount. (c) The provisions be third party beneficiaries of this Section 5.11 are intended to be for the benefit of each Indemnified Party and his or her heirs and representatives5.8).

Directors’ and Officers’ Indemnification and Insurance. (a) ASC agrees that ACCO shall (i) for a period of six years from the Effective Time, indemnify and hold harmless, and provide advancement of expenses to, all rights to indemnification now existing in favor past and present directors, officers and employees of any employee, agent, director or officer of MeriStar GBC and the MeriStar its Subsidiaries (in all of their capacities as such), to the "Indemnified Parties") same extent such persons are indemnified or have the right to advancement of expenses as provided in their respective charters or by-laws, in an agreement between an Indemnified Party and MeriStar or one of the MeriStar Subsidiaries, or otherwise in effect on the date of this Agreement shall survive by GBC pursuant to GBC’s certificate of incorporation, by-laws and indemnification agreements, if any, in existence on the Merger date hereof with any such directors, officers and shall continue in full force employees of GBC and effect its Subsidiaries for a period of not less than six years after acts or omissions occurring at or prior to the Effective Time; Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), provided that in the event any claim or claims are is asserted or made within such six-six year period, all rights to indemnification hereunder in respect of any such claim or claims shall continue until final disposition thereof and (ii) cause to be maintained for a period of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, employees or agents of MeriStar or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, including the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. (b) ASC agrees that, from and after the Effective Time, it shall cause the Surviving Corporation to maintain in effect for not less than six years from after the Effective Time the current policies of the directors' ’ and officers' ’ liability insurance and fiduciary liability insurance maintained by MeriStar; GBC (provided that the Surviving Corporation ACCO may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are are, in the aggregate, no less advantageous, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage advantageous to the insured than the current policies maintained by GBC) with respect to matters occurring prior to claims arising from facts or events that occurred on or before the Effective Time; provided, however, that in no event shall ACCO be required to expend in any one year an amount in excess of 250% of the annual premiums currently paid by GBC for such insurance (which GBC represents to be $248,567 for the period between October 15, 2004 and October 15, 2005); and, provided, further, that if the Surviving Corporation annual premiums of such insurance coverage exceed such amount, ACCO shall be obligated to obtain a policy with the greatest coverage available for a cost not be required exceeding such amount. (b) ACCO shall (i) for a period of six years from the Effective Time, indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of ACCO and its Subsidiaries (in all of their capacities as such), to pay an annual premium in excess the same extent such persons are indemnified or have the right to advancement of 300% expenses as of the last annual premium paid by MeriStar prior to the date of this AgreementAgreement by Fortune or ACCO pursuant to Fortune’s or ACCO’s certificate of incorporation, by-laws and indemnification agreements, if any, in existence on the date hereof with any such directors, officers and employees of ACCO and its Subsidiaries for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), provided that in the event any claim is asserted or made within such six year period, all rights hereunder in respect of such claim shall continue until disposition thereof and (ii) maintain in effect for each of the applicable persons referred to in clause (i) for a period of six years after the Effective Time policies of directors’ and officers’ liability insurance and fiduciary liability insurance of at least the same coverage, and if containing terms and conditions which are, in the Surviving Corporation is unable aggregate, no less advantageous to the insured, as the current policies of directors’ and officers’ liability insurance maintained by Fortune or ACCO, with respect to claims arising from facts or events that occurred on or before the Effective Time; provided, however, that in no event shall ACCO be required to obtain the insurance required by this Section 5.11(b) it shall obtain as much comparable insurance as possible for coverage in an annual premium equal amount exceeding $50 million or to such maximum amountexpend in any one year an amount in excess of $1,000,000. (c) The provisions of this Section 5.11 7.8 are intended to be for the benefit of and shall be enforceable by each Indemnified Party and his indemnified or her heirs and representativesinsured party referred to above in this Section 7.8.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC agrees that all rights to indemnification now existing in favor of any employee, agent, director or officer of MeriStar and the MeriStar Subsidiaries (the "Indemnified Parties") as provided in their respective charters or by-laws, in an agreement between an Indemnified Party and MeriStar or one of the MeriStar Subsidiaries, or otherwise in effect on the date of this Agreement shall survive the Merger and shall continue in full force and effect for For a period of not less than six years after the Effective Time; provided that in , Parent shall, and shall cause the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to, to the fullest extent permitted by applicable law with respect to all acts Law, indemnify, defend and omissions arising out hold harmless, and provide advancement of such individuals' services as officersexpenses to, directors, employees or agents of MeriStar or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employeeseach Person who is now, or otherwise on behalf of, MeriStar has been at any time prior to the date hereof or any of the MeriStar Subsidiaries, occurring who becomes prior to the Effective Time, including the transactions contemplated by this Agreement. Without limiting the generality a director, officer, employee or agent of the foregoing, in the event Company or any such Indemnified Party of its Subsidiaries or who is or becomes involved was serving at the request of the Company or any of its Subsidiaries as a director, officer, employee or agent of another Person (the “Indemnified Persons”) against all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement of or in connection with any capacity in any claim, action, suit, proceeding or investigation based in connection with whole or in part on or arising in whole or in part out of the fact that such Person is or was an Indemnified Person, and pertaining to any mattermatter existing or occurring, including or any acts or omissions occurring, at or prior to the transactions contemplated by this AgreementEffective Time, occurring whether asserted or claimed prior to, or at or after, the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal and other expenses Time (including the cost of any investigation and preparation) incurred matters, acts or omissions occurring in connection therewithwith the approval of this Agreement and the consummation of the transactions contemplated hereby) (the “Indemnified Liabilities”) to the same extent such Persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company’s Certificate of Incorporation, Bylaws and indemnification agreements, if any, in existence on the date hereof with any directors, officers, employees and agents of the Company and its Subsidiaries. (b) ASC agrees thatAt the Effective Time, from and the Company shall procure in effect for a period of six years after the Effective Time, it shall cause the Surviving Corporation insurance “tail” policies with respect to maintain in effect for not less than six years from the Effective Time the current policies of the directors' ’ and officers' ’ liability insurance maintained by MeriStar; the Company (provided that the Surviving Corporation Company may substitute therefor policies with a substantially comparable insurer of at least the same coverage and amounts containing terms and conditions which are no less advantageous, taken advantageous to the insured as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage of the date hereof) with respect to matters occurring prior to claims arising from facts or events which occurred at or before the Effective Time; and provided, furtherhowever, that in no event will the Surviving Corporation shall not be required to pay an annual premium Company expend in excess of 300% of the last annual premium currently paid by MeriStar prior the Company for such coverage (and to the date extent the annual premium would exceed 300% of this Agreementthe annual premium currently paid by the Company for such coverage, and if the Surviving Corporation Company shall use commercially reasonable efforts to cause to be maintained the maximum amount of coverage as is unable available for such 300% of such annual premium), it being agreed that the Company shall use commercially reasonable efforts to obtain competitive quotes for such insurance coverage in an effort to reduce the insurance required by this Section 5.11(b) it shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amountcost thereof. (c) The provisions of this Section 5.11 6.1 are intended to be for the benefit of of, and shall be enforceable by, each Indemnified Party and Person, his or her heirs and representativesrepresentatives and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. The Surviving Corporation shall pay (as incurred) all expenses, including reasonable fees and expenses of counsel, that an Indemnified Person may incur in the enforcement of the indemnity and other obligations provided for in this Section 6.1, provided that such Indemnified Person shall undertake in writing to reimburse the Surviving Corporation for all amounts so advanced if a court of competent jurisdiction determines, by final, nonappealable order, that such Indemnified Person is not entitled to indemnification. If the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 6.1. (d) The obligations and liability of Parent, the Surviving Corporation and their respective Subsidiaries under this Section 6.1 shall be joint and several.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC agrees that all rights to indemnification now existing in favor of any employeeFollowing the Effective Time, agent, director or officer of MeriStar New Parent and the MeriStar Conoco Surviving Corporation shall (i) jointly and severally indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of Conoco and its Subsidiaries (in all of their capacities) (A) to the "Indemnified Parties") same extent such individuals are indemnified or have the right to advancement of expenses as provided in their respective charters or by-laws, in an agreement between an Indemnified Party and MeriStar or one of the MeriStar Subsidiaries, or otherwise in effect on the date of this Agreement shall survive by Conoco pursuant to the Merger Restated Certificate of Incorporation and shall continue By-Laws of Conoco and indemnification agreements, if any, in full force existence on the date hereof with, or for the benefit of, any directors, officers and employees of Conoco and its Subsidiaries and (B) without limitation to subclause (A) above, to the fullest extent permitted by law, in each case for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (ii) include and cause to be maintained in effect in the Certificate of Incorporation and By-Laws of the Conoco Surviving Corporation (or any successor to the Conoco Surviving Corporation) for a period of not less than six years after the Effective Time; provided that in the event any claim or claims are asserted or made within such six-year period, all rights to provisions regarding elimination of liability of directors, indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, directors and employees or agents and advancement of MeriStar or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, including the transactions contemplated by this Agreement. Without limiting the generality of the foregoingexpenses that are, in the event any such Indemnified Party is or becomes involved aggregate, no less advantageous to the intended beneficiaries than the corresponding provisions contained in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal current Restated Certificate of Incorporation and other expenses By-Laws of Conoco and (including the cost iii) cause to be maintained for a period of any investigation and preparation) incurred in connection therewith. (b) ASC agrees that, from and after the Effective Time, it shall cause the Surviving Corporation to maintain in effect for not less than six years from after the Effective Time the current policies of the directors' and officers' liability insurance and fiduciary liability insurance maintained by MeriStar; Conoco (provided that the Surviving Corporation New Parent (or any successor thereto) may substitute -------- therefor one or more policies of at least the same coverage and amounts containing terms and conditions which are that are, in the aggregate, no less advantageous, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage advantageous to the insured) with respect to matters claims arising from facts or events that occurred on or before the Effective Time; provided, however, that in no event -------- ------- shall the Conoco Surviving Corporation be required to expend in any one year an amount in excess of 200% of the annual premiums currently paid by Conoco for such insurance; and, provided further that if the annual premiums of such -------- ------- insurance coverage exceed such amount, the Conoco Surviving Corporation shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. Notwithstanding any foregoing provision to the contrary, the treatment of past and present directors, officers, and employees of Conoco and its Subsidiaries with respect to elimination of liability, indemnification, advancement of expenses and liability insurance under this Section 6.7(a) shall be, in the aggregate, no less advantageous to the intended beneficiaries thereof than the corresponding treatment of the past and present directors, officers and employees of Phillips and its Subsidiaries under Section 6.7(b). (x) Xxxxxwing the Effective Time, New Parent and the Phillips Surviving Corporation shall (i) jointly and severally indxxxxxx xnd hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of Phillips and its Subsidiaries (in all of their capacities) (A) to xxx xxxx extent such individuals are indemnified or have the right to advancement of expenses as of the date of this Agreement by Phillips pursuant to the Restated Certificate of Incorporation and Xx-Xxxx of Phillips and indemnification agreements, if any, in existence on txx xxxx hereof with, or for the benefit of, any directors, officers and employees of Phillips and its Subsidiaries and (B) without limitation to subclaxxx (X) above, to the fullest extent permitted by law, in each case for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (ii) include and cause to be maintained in effect in the Certificate of Incorporation and By-Laws of the Phillips Surviving Corporation (or any successor to the Phillips Sxxxxxxxx Corporation) for a period of six years after thx Xxxxxxive Time, provisions regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses that are, in the aggregate, no less advantageous to the intended beneficiaries than the corresponding provisions contained in the current Restated Certificate of Incorporation and By-Laws of Phillips and (iii) cause to be maintained for a period of six yearx xxxxx the Effective Time the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by Phillips (provided that New Parent (or any -------- successor thereto) may substitute therefor one or more policies of at least the same coverage and amounts containing terms and conditions that are, in the aggregate, no less advantageous to the insured) with respect to claims arising from facts or events that occurred on or before the Effective Time; and provided, further-------- however, that in no event shall the Phillips Surviving Corporation be required ------- to expend in anx xxx xxar an amount in excess of 200% of the annual premiums currently paid by Phillips for such insurance; and, provided further that if the -------- ------- annual premiums of such insurance coverage exceed such amount, the Phillips Surviving Corporation shall obtain a policy with the greaxxxx xxxerage available for a cost not be required exceeding such amount. Notwithstanding any foregoing provision to pay an annual premium the contrary, the treatment of past and present directors, officers, and employees of Phillips and its Subsidiaries with respect to elimination of liability, indemnification, advancement of expenses and liability insurance under this Section 6.7(b) shall be, in excess of 300% the aggregate, no less advantageous to the intended beneficiaries thereof than the corresponding treatment of the last annual premium paid by MeriStar prior to the date past and present directors, officers and employees of this Agreement, Conoco and if the Surviving Corporation is unable to obtain the insurance required by this its Subsidiaries under Section 5.11(b) it shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amount6.7(a). (c) The provisions obligations of New Parent, the Conoco Surviving Corporation and the Phillips Surviving Corporation under this Section 6.7 shall not be xxxxxxxted or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.7 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 6.7 applies shall be third-party beneficiaries of this Section 5.11 are intended to be for the benefit of each Indemnified Party and his or her heirs and representatives6.7).

Directors’ and Officers’ Indemnification and Insurance. (a) ASC agrees that all rights to The indemnification now existing in favor of any employee, agent, director or officer of MeriStar and the MeriStar Subsidiaries (the "Indemnified Parties") as provided in their respective charters or by-laws, in an agreement between an Indemnified Party and MeriStar or one provisions of the MeriStar SubsidiariesKSL LLC Agreement as in effect as of the date hereof shall not be amended, repealed or otherwise in effect on the date of this Agreement shall survive the Merger and shall continue in full force and effect modified for a period of not less than at least six years from the KSL Effective Time in any manner that would adversely affect the rights thereunder of individuals who at the KSL Effective Time would be entitled to indemnification by KSL under the KSL LLC Agreement. At the KSL Effective Time, VLI shall cause the Surviving LLC to honor in accordance with their respective terms each of the covenants contained in this Section 6.6 applicable thereto. (b) Without limiting Section 6.6(a), but without duplication of any right or benefit thereunder, after the KSL Effective Time; provided that in , each of VLI and the event any claim or claims are asserted or made within such six-year periodSurviving LLC shall, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted under applicable law, indemnify and hold harmless, each present and former director, officer and employee of KSL or any of its Subsidiaries (each, together with such person’s heirs, executors or administrators, an “Indemnified Party” and collectively, the “Indemnified Parties”), in their capacity as such, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with (x) any action or omission occurring or alleged to occur prior to the KSL Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director, manager, partner, employee or other fiduciary in any entity if such service was at the request of KSL) and (y) the KSL Merger and the other transactions contemplated by applicable law with respect to all acts and omissions this Agreement or arising out of such individuals' services as officers, directors, employees or agents of MeriStar or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior pertaining to the Effective Time, including the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, in In the event of any such Indemnified Party is actual or becomes involved in any capacity in any threatened claim, action, suit, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at (whether arising before or after, the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. (b) ASC agrees that, from and after the Effective Time), (i) KSL or VLI and the Surviving LLC, as the case may be, shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to VLI and the Surviving LLC, promptly after statements therefor are received and shall pay all other reasonable expenses in advance of the final disposition of such action, subject to the receipt of any undertaking (which need not be secured) by or on behalf of the Indemnified Party to repay such amount if it shall cause be determined that such Person is not entitled to be indemnified pursuant to the KSL LLC Agreement, (ii) VLI and the Surviving Corporation LLC will use all reasonable efforts to maintain assist in and cooperate in the defense of any such matter, and (iii) to the extent any determination is required to be made with respect to whether an Indemnified Party’s conduct complies with the standards set forth under Delaware law and VLI’s or the Surviving LLC’s respective partnership agreement, such determination shall be made by independent legal counsel acceptable to VLI or the Surviving LLC, as the case may be, and the Indemnified Party; provided, however, that neither VLI nor the Surviving LLC shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld) and, provided further, that if VLI or the Surviving LLC advances or pays any amount to any Person under this paragraph (b) and if it shall thereafter be finally determined by a court of competent jurisdiction that such Person was not entitled to be indemnified hereunder for all or any portion of such amount, to the extent required by law, such person shall repay such amount or such portion thereof, as the case may be, to VLI or the Surviving LLC, as the case may be. The Indemnified Parties as a group may not retain more than one law firm to represent them with respect to each matter unless there is, under applicable standards of professional conduct, a conflict requiring separate representation on any significant issue between the positions of any two or more Indemnified Parties. (c) In the event the Surviving LLC or VLI or any of their successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any Person, then and in each such case, proper provisions shall be made so that the successors and assigns of the Surviving LLC or VLI shall assume the obligations of the Surviving LLC or VLI, as the case may be, set forth in this Section 6.6. (d) For a period of six years after the KSL Effective Time, VLI shall cause to be maintained in effect for not less than six years from the Effective Time the current policies of the directors' ’ and officers' ’ liability insurance maintained by MeriStar; KSL and its Subsidiaries with respect to matters arising on or before the KSL Effective Time (provided that the Surviving Corporation VLI may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which that are no less advantageous, taken as a wholeadvantageous to the Indemnified Parties, and which coverages and amounts shall be no less than the coverages and amounts provided at that such substitution shall not result in any gaps or lapses in coverage time for VLI’s directors and officers) with respect to matters occurring prior to arising on or before the KSL Effective Time; and provided, furtherhowever, provided, however, that the Surviving Corporation in no event shall not VLI (or any such successor) be required to pay expend in any one year an annual premium amount in excess of 300200% of the last annual premium premiums currently paid by MeriStar prior to the date of this AgreementKSL and its Subsidiaries for such insurance; and, and provided further that if the Surviving Corporation is unable to obtain the annual premiums of such insurance required by this Section 5.11(bcoverage exceed such amount, VLI (or any such successor) it shall obtain as much comparable insurance as possible a policy with the greatest coverage available for an annual premium equal to a cost not exceeding such maximum amount. (ce) The rights of each Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such Indemnified Party may have under the KSL LLC Agreement, any indemnification agreement, Delaware law or otherwise, but shall in no event entitle any Indemnified Party to duplicative payments or reimbursement. The provisions of this Section 5.11 6.6 shall survive the consummation of the KSL Merger and expressly are intended to benefit each of the Indemnified Parties. (f) VLI shall pay all reasonable expenses, including reasonable attorneys fees that may be for the benefit of each incurred by an Indemnified Party in enforcing the indemnity and his other obligations provided in this Section 6.6 to the extent such Indemnified Party is finally determined to be successful on the merits. (g) Nothing contained in this Section 6.6 shall provide, or her heirs and representativesshall be interpreted as providing, any individual with rights or benefits that are duplicative of those that may be provided under any similar provisions of the KPP Merger Agreement.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC agrees that Buyer shall (i) for a period of six years from the Effective Time, indemnify, defend and hold harmless against all rights to indemnification now existing in favor losses, claims, damages, expenses or liabilities, and provide advancement of any employeeexpenses to, agentall past and present directors, director or officer officers, managers and employees of MeriStar and the MeriStar Subsidiaries (the "Indemnified Parties") as provided in their respective charters or by-laws, in an agreement between an Indemnified Party and MeriStar or one each of the MeriStar SubsidiariesAcquired Companies (in all of their capacities as such) (“Indemnified Individuals”), to the same extent such persons are indemnified, defended, held harmless or otherwise in effect on have the right to advancement of expenses as of the date of this Agreement shall survive by Seller or any of its Affiliates (including the Merger Acquired Companies) pursuant to the respective charter documents or by-laws (or similar governance document) of Seller or any of its Affiliates (including the Acquired Companies) and shall continue any indemnification agreements in full force and effect existence on the date hereof with any such Indemnified Individuals for a period of not less than six years after acts or omissions occurring at or prior to the Effective TimeTime (including for acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby); provided that in the event any claim or claims are is asserted or made within such six-six year period, all rights to indemnification hereunder in respect of any such claim or claims shall continue until final disposition thereof and (ii) cause to be maintained for a period of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, employees or agents of MeriStar or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, including the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. (b) ASC agrees that, from and after the Effective Time, it shall cause the Surviving Corporation to maintain in effect for not less than six years from after the Effective Time the current policies of the directors' ’ and officers' ’ liability insurance and fiduciary liability insurance maintained by MeriStar; Seller and its Affiliates (including the Acquired Companies) covering directors and officers of the Acquired Companies (provided that the Surviving Corporation Buyer may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are are, in the aggregate, no less advantageous, taken as a whole, advantageous to the insured than the current policies maintained by Seller and provided that such substitution shall not result in any gaps or lapses in coverage its Affiliates (including the Acquired Companies)) with respect to matters occurring prior to claims arising from facts or events that occurred at or before the Effective Time; and provided, furtherhowever, that the Surviving Corporation in no event shall not Buyer be required to pay expend in any one year an annual premium amount in excess of 300% of the last annual premium premiums currently paid by MeriStar prior to Seller and its Affiliates (including the date of this AgreementAcquired Companies) for such insurance and provided, and further, that if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11(b) it shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amount. (c) The provisions of this Section 5.11 are intended to be for the benefit of each Indemnified Party and his or her heirs and representatives.46

Directors’ and Officers’ Indemnification and Insurance. (a) ASC Merger Sub agrees that all rights to indemnification now existing in favor of any employee, agent, director or officer of MeriStar the Company and the MeriStar Company Subsidiaries (the "Indemnified Parties") as provided in their ------------------- respective charters or by-laws, in an agreement between an Indemnified Party and MeriStar the Company or one of the MeriStar Company Subsidiaries, or otherwise in effect on the date of this Agreement hereof shall survive the Merger and shall continue in full force and effect for a period of not less than six years after from the Effective Time; provided that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. The Merger Sub also agrees that the Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, employees or agents of MeriStar the Company or any of the MeriStar Company Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar the Company or any of the MeriStar Company Subsidiaries, occurring prior to the Effective Time, Time including the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or afterprior to, and including, the Effective Time, the Surviving Corporation shall will pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. (b) ASC Merger Sub agrees that, that from and after the Effective Time, it shall cause the Surviving Corporation shall cause to maintain be maintained in effect for not less than six years from the Effective Time the current policies of the directors' and officers' liability insurance maintained by MeriStarthe Company; provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous, taken as a whole, advantageous and provided that such substitution shall not result in any gaps or lapses in coverage with respect to matters occurring prior to the Effective Time; and provided, further, that the Surviving Corporation shall not be required to pay an annual premium in excess of 300150% of the last annual premium paid by MeriStar the Company prior to the date of this Agreement, hereof and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11(b5.8(b) it shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amount. (c) The provisions of this Section 5.11 are intended to be for the benefit of each Indemnified Party and his or her heirs and representatives.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC agrees that From and after the Effective Time, Parent shall cause the Surviving Corporation to honor all rights the Company’s obligations to indemnification now existing in favor indemnify the current or former directors or officers of any employee, agent, director or officer of MeriStar the Company and the MeriStar its Subsidiaries (in all of their capacities), to the "Indemnified Parties") same extent such persons are indemnified or have the right to advancement of expenses as provided in their respective charters or by-laws, in an agreement between an Indemnified Party and MeriStar or one of the MeriStar Subsidiaries, or otherwise in effect on the date of this Agreement by the Company or its Subsidiaries, for acts or omissions by such directors and officers occurring prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), whether pursuant to the Company’s Articles of Incorporation, Bylaws or by contract, and such obligations shall survive the Merger and shall continue in full force and effect for a period in accordance with the terms of not less than six years after the Company’s Articles of Incorporation, Bylaws, and such contract from the Effective Time; provided that in Time until the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect expiration of any such claim or claims shall continue until final disposition the applicable statute of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law limitations with respect to all acts and omissions any claims against such directors or officers arising out of such individuals' services as officers, directors, employees acts or agents of MeriStar or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, including the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewithomissions. (b) ASC agrees that, from and after the Effective Time, it shall cause the The Surviving Corporation to shall maintain in effect for not less than six (6) years from the Effective Time Time, if available, the current directors’ and officers’ liability insurance policies and, if in existence as of the directors' and officers' Effective Time, any fiduciary liability insurance policies maintained by MeriStarthe Company; provided that the Surviving Corporation Parent (or any successor) may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are are, in the aggregate, no less advantageous, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage advantageous to the insured with respect to matters occurring prior to claims arising from facts or events that occurred on or before the Effective TimeTime (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby); and provided, further, that Parent’s obligations hereunder shall be limited to maintaining such coverages only to the Surviving Corporation shall extent that the policy premiums therefor do not be required exceed, in any one policy year, an amount equal to pay an annual premium in excess of 300250% of the last annual premium paid by MeriStar prior to the date of this Agreement, and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11(b) it shall obtain as much comparable insurance as possible for an annual premium equal to each such maximum amount. (c) The provisions of this Section 5.11 are intended to be policy for the benefit of each Indemnified Party and his policy year preceding the Effective Time (the “Maximum Premium Payment”), or her heirs and representativessuch lesser coverages as the Maximum Premium Payment will purchase.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC agrees Parent and Merger Sub agree that all rights to indemnification indemnification, advancement of expenses and exculpation by the Company now existing in favor of each Person who is now, or has been at any employee, agent, time prior to the date hereof or who becomes prior to the Effective Time an officer or director or officer of MeriStar and the MeriStar Subsidiaries Company (the "each an “D&O Indemnified Parties"Party”) as provided in their respective charters or by-lawsthe Company’s Charter Documents, in an agreement between an Indemnified Party and MeriStar or one of the MeriStar Subsidiaries, or otherwise each case as in effect on the date of this Agreement shall be assumed by the Surviving Corporation in the Merger, without further action, at the Effective Time and shall survive the Merger and shall continue remain in full force and effect for a period of not less than six years after the Effective Time; provided that in accordance with their terms, and, in the event that any proceeding is pending or asserted or any claim or claims are asserted or made within during such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until the final disposition of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties proceeding or claim. (b) Prior to the fullest extent permitted by applicable law Closing, the Company may obtain and fully pay for “tail” insurance policies with a claims period of at least six (6) years from the Effective Time with at least the same coverage and amount and containing terms and conditions that are not less advantageous to the directors and officers of the Company as the Company’s existing policies with respect to all acts and omissions claims arising out of such individuals' services as officers, directors, employees or agents of MeriStar relating to events which occurred before or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to at the Effective Time, Time (including in connection with the transactions contemplated by this Agreement) (the “D&O Tail Policy”). Without limiting During the generality term of the foregoingD&O Tail Policy, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, the Effective Time, the Surviving Corporation Parent shall pay as incurred such Indemnified Party's legal not (and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. (b) ASC agrees that, from and after the Effective Time, it shall cause the Surviving Corporation not to) take any action following the Closing to maintain in effect for not less than six years from cause the Effective Time the current policies of the directors' and officers' liability insurance maintained by MeriStarD&O Tail Policy to be cancelled or any provision therein to be amended or waived; provided provided, that neither Parent, the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous, taken as a whole, and provided that such substitution nor any Affiliate thereof shall not result in any gaps or lapses in coverage with respect to matters occurring prior to the Effective Time; and provided, further, that the Surviving Corporation shall not be required obligated to pay an annual premium any premiums or other amounts in excess respect of 300% of the last annual premium paid by MeriStar prior to the date of this Agreement, and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11(b) it shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amountD&O Tail Policy. (c) The provisions of this Section 5.11 are intended to be for the benefit of each Indemnified Party and his or her heirs and representatives.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC agrees that From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) indemnify, defend and hold harmless, all rights to indemnification now existing in favor past and present directors, officers and employees of any employee, agent, director or officer of MeriStar the Company and the MeriStar its Subsidiaries (in all of their capacities) and all fiduciaries under any Company Benefit Plans (collectively, the "Indemnified Parties") against any costs, expenses (including attorney's fees and expenses and disbursements), judgments, fines, losses, claims damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the Indemnified Party is or was a director, officer, employee or fiduciary of the Company or any of its Subsidiaries or a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or any of its Subsidiaries as provided a director, officer or employee of any other corporation, limited liability company, partnership, joint venture, trust or other business or non-profit enterprise (including an employee benefit plan) whether asserted or claimed prior to, at or after the Effective Time (including with respect to acts or omissions occurring in their respective charters connection with this Agreement and the consummation of the transactions contemplated hereby), and provide advancement of expenses to the Indemnified Parties (within ten (10) days of receipt by Parent or by-laws, in an agreement between the Surviving Corporation from an Indemnified Party and MeriStar of a request therefor), in all such cases to the same extent that such persons are indemnified or one have the right to advancement of the MeriStar Subsidiaries, or otherwise in effect on expenses as of the date of this Agreement shall survive by the Merger Company pursuant to the Company's certificate of incorporation, bylaws and shall continue in full force indemnification agreements, if any, or by any one of the Company's Subsidiaries pursuant to such Subsidiary's certificate of incorporation, bylaws and effect for a period of not less than six years after the Effective Time; provided that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect agreements of any such claim or claims shall continue until final disposition Subsidiary of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties the Company, if any, in existence on the date hereof, (ii) without limitation to clause (i), to the fullest extent permitted by applicable law with respect Law, include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws for a period of six (6) years after the Effective Time, the current provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors, officers and employees of the Company, contained in the certificate of incorporation and bylaws of the Company and (iii) not settle, compromise or consent to the entry of any judgment in any proceeding or threatened Action (and in which indemnification could be sought by an Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all acts and omissions liability arising out of such individualsAction or such Indemnified Party otherwise consents in writing, and cooperates in the defense of such proceeding or threatened Action. Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation to, obtain and fully pay for "tail" prepaid insurance policies with a claims period of at least six (6) years from and after the Effective Time from an insurance carrier with the same or better rating as the Company's current insurance carrier with respect to directors' services as and officers' liability insurance and fiduciary insurance (collectively, directors"D&O Insurance"), employees or agents of MeriStar or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit Indemnified Parties, with terms, conditions, retentions and levels of employees, coverage at least as favorable as the Company's existing D&O Insurance with respect to matters existing or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated by this Agreementhereby). Without limiting If such "tail" prepaid insurance policies have been obtained, Parent shall, and shall cause the generality Surviving Corporation after the Effective Time, to maintain such policies in full force and effect, for its full term, and to continue to honor its respective obligations thereunder. If the Company and the Surviving Corporation for any reason fail to obtain such "tail" prepaid insurance policies as of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, the Effective Time, the Surviving Corporation shall, and Parent shall pay as incurred such Indemnified Party's legal and other expenses cause the Surviving Corporation to, continue to maintain in effect, at no expense to the beneficiaries, for a period of at least six (including the cost of any investigation and preparation6) incurred in connection therewith. (b) ASC agrees that, years from and after the Effective TimeTime for the Indemnified Parties, it shall cause the Surviving Corporation to maintain in effect for not less than six years from the Effective Time the current policies of the directors' and officers' liability insurance maintained by MeriStar; D&O Insurance (provided that the Surviving Corporation Parent (or any successor) may substitute therefor policies of at least the same terms, conditions, retentions and levels of coverage containing terms and conditions amounts which are no less advantageousare, taken in the aggregate, as a wholefavorable to the Indemnified Parties as provided in the existing policies as of the date of this Agreement) or, if such insurance is unavailable, the Surviving Corporation shall, and provided that Parent shall cause the Surviving Corporation to, purchase the best available D&O Insurance for such substitution shall not result in any gaps six-year period from an insurance carrier with the same or lapses in coverage better credit rating as the Company's current insurance carrier with respect to matters occurring the Company's existing D&O Insurance with terms, conditions, retentions and with levels of coverage at least as favorable as provided in the Company's existing policies as of the date of this Agreement with respect to claims, actions, suits, proceedings or investigations, whether civil, criminal, administrative or investigative, arising out of or pertaining to facts or events that occurred prior to to, at or after the Effective Time; Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby), provided, furtherhowever, that in no event will Parent or the Surviving Corporation shall not be required to pay an annual premium expend annually in excess of 300% of the last annual premium currently paid by MeriStar prior the Company for such coverage (and to the date extent the annual premium would exceed 300% of this Agreementthe annual premium currently paid by the Company for such coverage, and if the Surviving Corporation shall use all reasonable efforts to cause to be maintained the maximum amount of coverage as is unable to obtain available for such 300% of such annual premium). The obligations of Parent and the insurance required by Surviving Corporation under this Section 5.11(b6.7 shall not be terminated, amended or modified in any manner so as to adversely affect any Indemnified Party (including their successors, heirs and legal representatives) to whom this Section 6.7 applies without the consent of such affected Indemnified Party (it being expressly agreed that the Indemnified Parties to whom this Section 6.7 applies shall obtain as much comparable insurance as possible for an annual premium equal be third party beneficiaries of this Section 6.7, and this Section 6.7 shall be enforceable by such Indemnified Parties and their respective successors, heirs and legal representatives and shall be binding on all successors and assigns of Parent and the Surviving Corporation). (b) If Parent or any of its successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such maximum amountcase, proper provisions shall be made so that the successors and assigns of Parent shall assume all of the obligations set forth in this Section 6.7. (c) The provisions rights of the Indemnified Parties under this Section 5.11 are intended 6.7 shall be in addition to be for any rights such Indemnified Parties may have under the benefit certificate of each Indemnified Party incorporation or bylaws of the Surviving Corporation or any of its Subsidiaries, or under any applicable Contracts or Laws, and his Parent shall, and shall cause the Surviving Corporation to, honor and perform under all indemnification agreements entered into by the Company or her heirs and representativesany of its Subsidiaries.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC agrees that ACCO shall (i) for a period of six years from the Effective Time, indemnify and hold harmless, and provide advancement of expenses to, all rights to indemnification now existing in favor past and present directors, officers and employees of any employee, agent, director or officer of MeriStar GBC and the MeriStar its Subsidiaries (in all of their capacities as such), to the "Indemnified Parties") same extent such persons are indemnified or have the right to advancement of expenses as provided in their respective charters or by-laws, in an agreement between an Indemnified Party and MeriStar or one of the MeriStar Subsidiaries, or otherwise in effect on the date of this Agreement shall survive by GBC pursuant to GBC's certificate of incorporation, by-laws and indemnification agreements, if any, in existence on the Merger date hereof with any such directors, officers and shall continue in full force employees of GBC and effect its Subsidiaries for a period of not less than six years after acts or omissions occurring at or prior to the Effective Time; Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), provided that in the event any claim or claims are is asserted or made within such six-six year period, all rights to indemnification hereunder in respect of any such claim or claims shall continue until final disposition thereof and (ii) cause to be maintained for a period of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, employees or agents of MeriStar or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, including the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. (b) ASC agrees that, from and after the Effective Time, it shall cause the Surviving Corporation to maintain in effect for not less than six years from after the Effective Time the current policies of the directors' and officers' liability insurance and fiduciary liability insurance maintained by MeriStar; GBC (provided that the Surviving Corporation ACCO may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are are, in the aggregate, no less advantageous, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage advantageous to the insured than the current policies maintained by GBC) with respect to matters occurring prior to claims arising from facts or events that occurred on or before the Effective Time; provided, however, that in no event shall ACCO be required to expend in any one year an amount in excess of 250% of the annual premiums currently paid by GBC for such insurance (which GBC represents to be $248,567 for the period between October 15, 66 2004 and October 15, 2005); and, provided, further, that if the Surviving Corporation annual premiums of such insurance coverage exceed such amount, ACCO shall be obligated to obtain a policy with the greatest coverage available for a cost not be required exceeding such amount. (b) ACCO shall (i) for a period of six years from the Effective Time, indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of ACCO and its Subsidiaries (in all of their capacities as such), to pay an annual premium in excess the same extent such persons are indemnified or have the right to advancement of 300% expenses as of the last annual premium paid by MeriStar prior to the date of this AgreementAgreement by Fortune or ACCO pursuant to Fortune's or ACCO's certificate of incorporation, by-laws and indemnification agreements, if any, in existence on the date hereof with any such directors, officers and employees of ACCO and its Subsidiaries for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), provided that in the event any claim is asserted or made within such six year period, all rights hereunder in respect of such claim shall continue until disposition thereof and (ii) maintain in effect for each of the applicable persons referred to in clause (i) for a period of six years after the Effective Time policies of directors' and officers' liability insurance and fiduciary liability insurance of at least the same coverage, and if containing terms and conditions which are, in the Surviving Corporation is unable aggregate, no less advantageous to the insured, as the current policies of directors' and officers' liability insurance maintained by Fortune or ACCO, with respect to claims arising from facts or events that occurred on or before the Effective Time; provided, however, that in no event shall ACCO be required to obtain the insurance required by this Section 5.11(b) it shall obtain as much comparable insurance as possible for coverage in an annual premium equal amount exceeding $50 million or to such maximum amountexpend in any one year an amount in excess of $1,000,000. (c) The provisions of this Section 5.11 7.8 are intended to be for the benefit of and shall be enforceable by each Indemnified Party and his indemnified or her heirs and representativesinsured party referred to above in this Section 7.8.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC agrees that The Surviving Corporation and Parent shall (i) indemnify and hold harmless all rights to indemnification now existing in favor past and present directors and officers of any employee, agent, director or officer of MeriStar the Company and the MeriStar its Subsidiaries (in all of their capacities) (such Persons, the "Indemnified PartiesINDEMNIFIED PARTIES") (A) to the same extent such Persons are indemnified as provided in their respective charters or by-laws, in an agreement between an Indemnified Party and MeriStar or one of the MeriStar Subsidiaries, or otherwise date hereof by the Company pursuant to the Company's certificate of incorporation and bylaws as in effect existence on the date hereof (including for acts or omissions occurring in connection with the negotiation, approval, performance and termination, as applicable, of the Purchase Agreement dated as of March 16, 2003 between Cegedim and the Company, the Cegedim Agreement, this Agreement shall survive Agreement, and the Merger consummation of the transactions contemplated hereby and shall continue in full force and effect for a period of not less than six years after the Effective Time; provided that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect taking of any such claim action or claims shall continue until final disposition performance of any obligation related to, or in connection with, any proposal for the acquisition of all or substantially all of the assets or stock of the Company) and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties (B) without limitation to clause (A), to the fullest extent permitted by applicable law with respect to all acts law, for any costs or expenses (including advancing attorney's fees and omissions arising out of such individuals' services as officers, directors, employees or agents of MeriStar or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior expenses to the Effective Timefullest extent permitted by law) judgments, including the transactions contemplated by this Agreement. Without limiting the generality of the foregoingfines, losses, claims, damages, liabilities and amounts paid in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation settlement in connection with any matterProceeding, including the transactions contemplated by this Agreementin each case arising out of, occurring at relating to or after, the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. (b) ASC agrees that, from and with acts or omissions occurring or alleged to have occurred whether prior to or after the Effective Time, it shall cause and in the event of any such Proceeding, Parent and the Surviving Corporation shall cooperate with the Indemnified Party in the defense of any such Proceeding, (ii) include and cause to maintain be maintained in effect in the Surviving Corporation's (or any successor's) certificate of incorporation and bylaws after the Effective Time, provision regarding the elimination of liability of directors and the indemnification of the Indemnified Parties which are, in the aggregate, no less advantageous to the intended beneficiaries than the corresponding provisions contained in the current certificate of incorporation and bylaws of the Company and (iii) cause to be maintained for not less than a period of at least six (6) years from after the Effective Time the current policies of the Company's existing directors' and officers' liability insurance maintained by MeriStarpolicy (National Union Fire Insurance Company Policy Number 473-32-74 ("D&O INSURANCE"); provided that (V) Parent may substitute xxxxxxxxx policies with a reputable insurer of substantially similar coverage and amounts containing terms no less advantageous to the Indemnified Parties, (W) if the existing D&O Insurance expires or is canceled during such period, Parent and the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are will use their commercially reasonable efforts to obtain substantially similar D&O Insurance with a reputable insurer, (X) in no less advantageous, taken as a whole, and provided that such substitution event shall not result in any gaps Parent or lapses in coverage with respect to matters occurring prior to the Effective Time; and provided, further, that the Surviving Corporation shall not be required to pay expend on an annual premium in excess of 300basis more than 275% of the last annual premium premiums paid by MeriStar the Company immediately prior to the date Effective Time (the "MAXIMUM PREMIUM AMOUNT") to maintain or procure D&O Insurance pursuant to this Section 6.10 and (Y) if the annual premium of this Agreementsuch D&O Insurance would exceed the Maximum Premium Amount, and if Parent or the Surviving Corporation is unable shall use their commercially reasonable best efforts to obtain a policy with the insurance required by this Section 5.11(b) it shall obtain as much comparable insurance as possible greatest coverage available for an annual premium cost equal to but not exceeding the Maximum Premium Amount; and provided further, however, that (Z) the obligations of Parent and the Surviving Corporation under this Section 6.10 to maintain the D&O Insurance will be deemed to be satisfied if Parent causes the Surviving Corporation to procure (including the timely payment of all required costs and premiums) the 6 year Discovery Period (as such maximum amountterm is defined in the D&O Insurance policy) available to the Company under the D&O Insurance policy. (b) Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation to honor the covenants contained in this Section 6.10. (c) The Surviving Corporation shall pay all reasonable expenses, including reasonable attorneys' fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations in this Section 6.10. (d) The rights of each Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such Indemnified Party may have under the certificate of incorporation or bylaws of the Company, any other indemnification arrangements, the DGCL or otherwise. The provisions of this Section 5.11 6.10 shall survive consummation of the Merger and expressly are intended to benefit each of the Indemnified Parties. (e) In the event Parent, the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and shall not be for the benefit continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all of each Indemnified Party substantially all of its properties and his assets to any person, then and in either case, proper provision shall be made so that the successors and assigns of Parent or her heirs the Surviving Corporation, as the case may be, shall assume the obligations in this Section 6.10. (f) Prior to the Effective Time, the Company may procure (including the timely payment of all required costs and representativespremiums) the 6 year Discovery Period (as such term is defined in the D&O Insurance policy) available to the Company under its D&O Insurance policy. The obligations of Parent and the Surviving Corporation under this Section 6.10 will be deemed to be satisfied if the Company procures such 6 year Discovery Period (including the timely payment of all required costs and premiums) available to the Company under its D&O Insurance policy.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC From and after the Effective Time, each of Parent and the Surviving Corporation agrees that all rights it will indemnify and hold harmless each present and former director and officer of the Company or any of its Subsidiaries (in each case, when acting in such capacity) (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities or awards paid in settlement incurred in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative and whether formal or informal (each, a “Proceeding”), arising out of, relating to indemnification now or in connection with matters existing in favor of any employee, agent, or occurring at or prior to the Effective Time (including the fact that such Person is or was a director or officer of MeriStar and the MeriStar Company or any of its Subsidiaries (or any acts or omissions occurring or alleged to occur prior to the "Indemnified Parties") as provided in their respective charters Effective Time), whether asserted or by-lawsclaimed prior to, in an agreement between an Indemnified Party and MeriStar at or one after the Effective Time, to the fullest extent that the Company would have been permitted under the Laws of the MeriStar Subsidiaries, or otherwise State of Delaware and its certificate of incorporation and bylaws in effect on the date of this Agreement shall survive the Merger to indemnify such Person (and shall continue in full force and effect for a period of not less than six years after the Effective Time; provided that in the event any claim Parent or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, employees or agents of MeriStar or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, including the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal and other advance expenses (including reasonable legal fees and expenses); provided that, to the cost extent required under such Laws of the State of Delaware, the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification) incurred in the defense of any investigation Proceeding, including any expenses incurred in enforcing such Person’s rights under this Section 6.11. In the event of any such Proceeding (x) neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any Proceeding in 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 or related to such Proceeding or such Indemnified Party otherwise consents in writing and preparation(y) incurred the Surviving Corporation shall reasonably cooperate in the defense of any such matter. (b) Each of Parent and the Surviving Corporation shall cooperate, and shall use reasonable best efforts cause their respective Affiliates to cooperate, in the defense of any action, cause of action, claim, cross-claim or third-party claim or Proceeding of any kind that is subject to advancement of expenses, indemnification and exculpation from liabilities, and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (bc) ASC agrees thatThe provisions in the Surviving Corporation’s and each of its Subsidiaries’ certificate of incorporation, from bylaws and other similar governing or constituent documents and instruments with respect to indemnification, advancement of expenses and exculpation of former or present directors and officers shall be no less favorable to such directors and officers than such provisions contained in the Company’s or such Subsidiaries’ certificate of incorporation, bylaws and other similar governing or constituent documents and instruments in effect as of the date hereof, which provisions shall not be amended, repealed, restated or otherwise modified for a period of six (6) years after the Effective TimeTime in any manner that would adversely affect the rights thereunder of any such individuals. (d) Parent shall maintain, it or shall cause the Surviving Corporation to maintain maintain, at no expense to the beneficiaries, in effect for not less than at least six (6) years from following the Effective Time Time, the current policies of the directors' ’ and officers' ’ liability insurance and fiduciary liability insurance maintained by MeriStar; the Company and its Subsidiaries (the “Existing Policies”) (provided that Parent or the Surviving Corporation may substitute therefor policies of at least the same coverage coverage, with deductibles no larger than in the Existing Policies and containing terms and conditions which are no not less advantageousadvantageous to any beneficiary thereof, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage with respect to matters occurring prior to the Effective Time; and provided, further, that Parent and the Surviving Corporation shall not be required to pay an annual premium in excess of the aggregate for such coverage under such policies more than 300% of the last annual premium paid by MeriStar the Company prior to the date hereof in respect of this Agreementthe coverage required to be obtained pursuant hereto under each such policy, but in such case shall purchase as much coverage as possible for such amount) with respect to matters existing or occurring at or prior to the Effective Time and from insurance carriers having at least an “A” rating by A.M. Best with respect to directors’ and officers’ liability insurance. At the Company’s option, the Company may purchase from insurance carriers with comparable credit ratings, no later than the Effective Time, a six (6) year prepaid “tail policy” providing at least the same coverage and amounts, with deductibles no larger than in the Existing Policies and containing terms and conditions that are no less advantageous to the insured than the Existing Policies maintained by the Company and its Subsidiaries with respect to claims arising from facts or events that occurred at or before the Effective Time, including the transactions contemplated hereby, and if from insurance carriers having at least an “A” rating by A.M. Best with respect to directors’ and officers’ liability insurance; provided, however, that Parent and the Surviving Corporation is unable shall not be required to obtain pay in the insurance aggregate for such coverage under such policies more than 300% of the last annual premium paid by the Company prior to the date hereof in respect of the coverage required by this Section 5.11(b) it to be obtained pursuant hereto under each such policy, but in such case shall obtain purchase as much comparable insurance coverage as possible for an annual premium equal such amount. In the event the Company elects to purchase such maximum amounta “tail policy”, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain such “tail policy” in full force and effect and continue to honor their respective obligations thereunder. Parent agrees to honor and perform under, and to cause the Surviving Corporation and each of its Subsidiaries to honor and perform under, all indemnification agreements entered into by the Company or any of its Subsidiaries with any Indemnified Party. (ce) If Parent or the Surviving Corporation or any of their respective successors or assigns (i) consolidates, restructures, recapitalizes, merges with or into any other Person or otherwise reorganizes and is not the continuing or surviving corporation or entity of such consolidation, restructuring, recapitalization, merger or other restructuring or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made by Parent or the Surviving Corporation, as the case may be, so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 6.11. (f) The rights of the Indemnified Parties under this Section 6.11 shall be in addition to any rights such Indemnified Parties may have under the Certificate of Incorporation or the Bylaws or the certificate of incorporation and bylaws or similar governing or constituent documents and instruments of any of its Subsidiaries, or under any applicable Contracts or Laws. Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company, its Subsidiaries or its or their directors, officers, employees or agents, it being understood that the indemnification provided for in this Section 6.11 is not prior to, or in substitution for, any such claims under any such policies. (g) The provisions of this Section 5.11 6.11 shall survive the Merger and, following the Effective Time, are intended to be for the benefit of, and shall be enforceable by, each of each the Indemnified Party Parties and his or her their heirs and representatives. The obligations of the Surviving Corporation under this Section 6.11 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party to whom this Section 6.11 applies without the consent of the affected Indemnified Party (it being expressly agreed that the Indemnified Parties and their heirs and representatives to whom this Section 6.11 applies shall be third party beneficiaries of this Section 6.11).

Directors’ and Officers’ Indemnification and Insurance. (a) ASC agrees that all All rights to indemnification indemnification, advancement of expenses and exculpation by the Company now existing in favor of any employeePerson who is now, agentor has been at any time prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company or any of its Subsidiaries or at any time is or has been serving at the request of the Company or any of its Subsidiaries as a director, director officer, fiduciary or officer trustee of MeriStar and the MeriStar Subsidiaries a Company Employee Plan (the "each an “Indemnified Parties"Party”) as provided in their respective charters or by-lawsthe Company Charter Documents, in an agreement between an Indemnified Party and MeriStar or one of the MeriStar Subsidiaries, or otherwise each case as in effect on the date of this Agreement Agreement, or pursuant to any other Contracts in effect on the date hereof and as provided or made available to Parent prior to the date hereof and disclosed on Section 6.08 of the Company Disclosure Letter, shall be assumed by the Surviving Corporation in the Merger, without further action, at the Effective Time and shall survive the Merger and shall continue remain in full force and effect for a period in accordance with their terms until the expiration of not less than the applicable statute of limitations with respect to any claims against such Indemnified Parties, and, in the event that any proceeding is pending or asserted or any claim made during such period, until the final disposition of such proceeding or claim. (b) For six (6) years after the Effective Time; provided that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by under applicable law Law, Parent and the Surviving Corporation (the “Indemnifying Parties”) shall indemnify, defend and hold harmless each Indemnified Party against all losses, claims, damages, liabilities, fees, expenses (including legal fees and disbursements), obligations, judgments, fines and settlements (in the case of settlements, with respect to all acts and omissions the approval of an Indemnifying Party (which approval shall not be unreasonably withheld) (collectively, “Losses”) arising in whole or in part out of actions or omissions in their capacity as such individuals' services occurring at or prior to the Effective Time (including in connection with the transactions contemplated by this Agreement), and shall promptly advance to each Indemnified Party any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such Losses as officerssuch expenses are incurred, directorssubject to 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 ultimately determined in a final and non-appealable judgment of a court of competent jurisdiction that such Indemnified Party is not entitled to be indemnified under applicable Law. Notwithstanding the foregoing, employees no Indemnifying Party shall be required to indemnify any Indemnified Party pursuant hereto if it shall be determined by a final judgment of a court of competent jurisdiction that the Indemnified Party acted in bad faith and not in a manner such Indemnified Party believed to be in or agents not opposed to the best interests of MeriStar the Company or any Subsidiary of the MeriStar Subsidiaries Company. (c) The Company shall purchase, at or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, including the transactions contemplated by this Agreement. Without limiting the generality a “tail” directors’ and officers’ liability insurance policy with a claims period of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal and other expenses six (including the cost of any investigation and preparation6) incurred in connection therewith. (b) ASC agrees that, from and after the Effective Time, it shall cause the Surviving Corporation to maintain in effect for not less than six years from the Effective Time the current policies of the directors' and officers' liability insurance maintained by MeriStar; provided that the Surviving Corporation may substitute therefor policies of with at least the same coverage and amounts and containing terms and conditions which that are no not less advantageous, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage with respect to matters occurring prior advantageous to the Effective Timedirectors and officers of the Company and its Subsidiaries than those of the directors’ and officers’ insurance policy in effect on the date of this Agreement; and provided, furtherhowever, that the Surviving Corporation shall premium therefor is not be required to pay an annual premium in excess of 300200% of the last annual premium paid by MeriStar prior to the date of this AgreementAgreement (which aggregate premiums with respect to 2011 are hereby represented and warranted by the Company to be approximately $765,000). Such tail policy may not be amended, and if modified, cancelled or revoked after the Offer Closing by the Company, Parent or the Surviving Corporation in any manner that is unable adverse to obtain the insurance required by this Section 5.11(b) it shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amountbeneficiaries. (cd) The obligations of Parent and the Surviving Corporation under this Section 6.08 shall survive the consummation of the Merger and shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party to whom this Section 6.08 applies without the consent of such affected Indemnified Party (it being expressly agreed that the Indemnified Parties to whom this Section 6.08 applies shall be third party beneficiaries of this Section 6.08, each of whom may enforce the provisions of this Section 5.11 are intended 6.08). (e) In the event Parent, the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be for made so that the benefit successors and assigns of each Indemnified Party and his Parent or her heirs and representativesthe Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 6.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC agrees The Parent, Merger Sub No. 1, and Merger Sub No. 2 agree that all rights to indemnification indemnification, advancement of expenses, and exculpation by the Company now existing in favor of each Person who is now, or has been at any employeetime prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company or any subsidiary of the Company, agentor any fiduciary of a Benefit Plan, director employee stock ownership plan or officer other similar plan established, maintained or contributed to by the Company or any subsidiary of MeriStar and the MeriStar Subsidiaries Company (the "each, a “D&O Indemnified Parties"Party”) as provided in their respective charters or by-lawsthe Organizational Documents of the Company, in an agreement between an Indemnified Party and MeriStar or one of the MeriStar Subsidiaries, or otherwise each case as in effect on the date of this Agreement Agreement, or pursuant to any other Contracts in effect on the date hereof and disclosed in Schedule 5.09, shall be assumed by the Surviving Entity in the Merger, without further action, at the Effective Time and shall survive the Merger and shall continue remain in full force and effect for a period in accordance with their terms and, in the event that any proceeding is pending or asserted or any claim made during such period, until the final disposition of not less than such proceeding or claim. (b) For six years after the Effective Time; provided that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by under applicable law with respect to Law, the Parent and the Surviving Entity (the “D&O Indemnifying Parties”) shall indemnify, defend, and hold harmless each D&O Indemnified Party against all acts losses, claims, damages, liabilities, fees, expenses, judgments, and omissions fines arising in whole or in part out of actions or omissions in their capacity as such individuals' services as officers, directors, employees occurring at or agents of MeriStar or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, Time (including in connection with the transactions contemplated by this Agreement. Without limiting the generality of the foregoing), and shall reimburse each D&O Indemnified Party for any legal or other expenses reasonably incurred by such D&O Indemnified Party in the event connection with investigating or defending any such losses, claims, damages, liabilities, fees, expenses, judgments, and fines as such expenses are incurred, subject to the Surviving Entity’s receipt of an undertaking by such D&O Indemnified Party to repay such legal and other fees and expenses paid in advance if it is ultimately determined in a final and non-appealable judgment of a court of competent jurisdiction that such D&O Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. (b) ASC agrees that, from and after the Effective Time, it shall cause the Surviving Corporation not entitled to maintain in effect for not less than six years from the Effective Time the current policies of the directors' and officers' liability insurance maintained by MeriStarbe indemnified under applicable Law; provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage with respect to matters occurring prior to the Effective Time; and provided, furtherhowever, that the Surviving Corporation Entity will not be liable for any settlement effected without the Surviving Entity’s prior written consent (which consent shall not be required to pay an annual premium in excess of 300% of the last annual premium paid by MeriStar prior to the date of this Agreementunreasonably withheld, and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11(b) it shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amountdelayed, denied, or conditioned). (c) The provisions of this Section 5.11 are intended to be for the benefit of each Indemnified Party and his or her heirs and representatives.

Directors’ and Officers’ Indemnification and Insurance. From and after the Effective Time, Buyer shall (a) ASC agrees that indemnify and hold harmless, and provide advancement of expenses to, all rights to indemnification now existing in favor of any employeepast and present directors, agent, director or officer of MeriStar officers and the MeriStar Subsidiaries (the "Indemnified Parties") as provided in their respective charters or by-laws, in an agreement between an Indemnified Party and MeriStar or one employees of the MeriStar Subsidiaries, Company (in all of their capacities) to the same extent such individuals are indemnified or otherwise in effect on have the right to advancement of expenses as of the date of this Agreement shall survive by the Merger Company pursuant to the Company's Certificate of Incorporation, Bylaws and shall continue indemnification agreements, if any, in full force existence on the date hereof with, or for the benefit of, any directors, officers and employees of the Company arising out of or pertaining to matters existing or occurring at or prior to the Effective Time and for acts or omissions existing or occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby) whether asserted or claimed prior thereto, (b) include and cause to be maintained in effect in the Surviving Corporation's (or any successor's) Certificate of Incorporation and bylaws for a period of not less than six years after the Effective Time; provided that in the event any claim or claims are asserted or made within such six-year period, all rights to provisions regarding elimination of liability of directors, indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, directors and employees or agents and advancement of MeriStar or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, including the transactions contemplated by this Agreement. Without limiting the generality of the foregoingexpenses that are, in the event any such Indemnified Party is or becomes involved aggregate, no less advantageous to the intended beneficiaries than the corresponding provisions contained in any capacity in any actionthe current Certificate of Incorporation and bylaws of the Company and (c) cause to be maintained, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, for a period of three years after the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. (b) ASC agrees that, from and after the Effective Time, it shall cause the Surviving Corporation to maintain in effect for not less than six years from the Effective Time the current policies of the directors' and officers' liability insurance and fiduciary liability insurance maintained by MeriStar; the Company (provided that the Surviving Corporation Buyer (or any successor thereto) may substitute therefor one or more policies of at least the same coverage and amounts containing terms and conditions which are that are, in the aggregate, no less advantageous, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage advantageous to the insured) with respect to matters occurring prior to claims arising from facts or events that occurred on or before the Effective Time; and provided, furtherhowever, that in no event shall Buyer be required to expend in any one year an amount in excess of 150% of the Surviving Corporation annual premiums currently paid by the Company for such insurance; and, provided further that if the annual premiums of such insurance coverage exceed such amount, Buyer shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. The obligations of Buyer under this Section 6.6 shall not be required terminated or modified in such a manner as to pay an annual premium in excess of 300% of the last annual premium paid by MeriStar prior adversely affect any indemnitee to the date of this Agreement, and if the Surviving Corporation is unable to obtain the insurance required by whom this Section 5.11(b) 6.6 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 6.6 applies shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amount. (c) The provisions be third-party beneficiaries of this Section 5.11 are intended to be for the benefit of each Indemnified Party and his or her heirs and representatives6.6).

Directors’ and Officers’ Indemnification and Insurance. (a) ASC agrees that Newco shall (i) for a period of six years from the Effective Time, indemnify and hold harmless, and provide advancement of expenses to, all rights to indemnification now existing in favor past and present directors, officers and employees of any employee, agent, director or officer of MeriStar and the MeriStar Arvix xxx its Subsidiaries (in all of their capacities as such), to the "Indemnified Parties") same extent such persons are indemnified or have the right to advancement of expenses as provided in their respective charters or by-laws, in an agreement between an Indemnified Party and MeriStar or one of the MeriStar Subsidiaries, or otherwise in effect on the date of this Agreement shall survive by Arvix xxxsuant to Arvin's articles of incorporation, bylaws and indemnification agreements, if any, in existence on the Merger date hereof with any such directors, officers and shall continue in full force and effect employees of Arvix xxx its Subsidiaries for a period of not less than six years after acts or omissions occurring at or prior to the Effective Time; Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), provided that in the event any claim or claims are is asserted or made within such six-six year period, all rights to indemnification hereunder in respect of any such claim or claims shall continue until final disposition thereof, and (ii) cause to be maintained for a period of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, employees or agents of MeriStar or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, including the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. (b) ASC agrees that, from and after the Effective Time, it shall cause the Surviving Corporation to maintain in effect for not less than six years from after the Effective Time the current policies of the directors' and officers' liability insurance and fiduciary liability insurance maintained by MeriStar; provided Arvix (xxovided that the Surviving Corporation Newco may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are are, in the aggregate, no less advantageous, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage advantageous to the insured) with respect to matters occurring prior to claims arising from facts or events that occurred on or before the Effective Time; and provided, however, that in no event shall Newco be required to expend in any one year an amount in excess of 200% of the annual premiums currently paid by Arvix xxx such insurance; and, provided, further, that if the Surviving Corporation annual premiums of such insurance coverage exceed such amount, Newco shall be obligated to obtain a policy with the greatest coverage available for a cost not be required exceeding such amount. (b) Newco shall (i) for a period of six years from the Effective Time, indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of Meritor and its Subsidiaries (in all of their capacities as such), to pay an annual premium in excess the same extent such persons are indemnified or have the right to advancement of 300% expenses as of the last annual premium paid by MeriStar prior to the date of this AgreementAgreement by Meritor pursuant to Meritor's certificate of incorporation, by-laws and indemnification agreements, if any, in existence on the Surviving Corporation is unable to obtain the insurance required by this Section 5.11(b) it shall obtain as much comparable insurance as possible date hereof with any such directors, officers and employees of Meritor and its Subsidiaries for an annual premium equal to such maximum amount. (c) The provisions of this Section 5.11 are intended to be for the benefit of each Indemnified Party and his acts or her heirs and representatives.omissions occurring at or prior to

Directors’ and Officers’ Indemnification and Insurance. (a) ASC agrees that all rights By virtue of the occurrence of the Merger, the Company shall from and after the Effective Time succeed to Seller’s obligations with respect to indemnification or exculpation now existing in favor of any employeethe directors, agentofficers, director or officer employees and agents of MeriStar Seller and the MeriStar Seller Subsidiaries (the "Indemnified Parties") as provided in their respective charters the Seller Articles, Seller By Laws, indemnification agreements of Seller or by-laws, in an agreement between an Indemnified Party and MeriStar or one of the MeriStar Subsidiaries, Seller Subsidiaries or otherwise in effect on as of the date of this Agreement shall survive the Merger and shall continue in full force and effect for a period of not less than six years after the Effective Time; provided that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, employees or agents of MeriStar or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, including the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. (b) ASC agrees that, from and after the Effective Time, it shall cause the Surviving Corporation to maintain in effect for not less than six years from the Effective Time the current policies of the directors' and officers' liability insurance maintained by MeriStar; provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage with respect to matters occurring prior to the Effective Time; and provided, further, that the Surviving Corporation shall not be required to pay an annual premium in excess of 300% . Section 7.3 of the last annual premium paid by MeriStar prior Seller Disclosure Schedule contains a complete list of all indemnification arrangements to which Seller is a party to on the date of this Agreement. (b) For a period of four (4) years from and after the Effective Time, the Company will use commercially reasonable efforts to maintain tail coverage on the Existing D&O Policy for all present and former directors and officers of Seller currently covered by the Existing D&O Policy on the date of this Agreement with terms (including coverage limits) substantially similar in all respects to those currently in effect on the date of this Agreement with respect to acts, omissions and other matters occurring prior to the Effective Time for which coverage is provided under the Existing D&O Policy (the “Insurance Coverage”); provided, however, that in no event shall the Company be required to expend an aggregate amount of more than $16,400 for the four year tail coverage on the existing D&O Policy; and further provided, that if the Surviving Corporation Company is unable to maintain or obtain the insurance required called for by this Section 5.11(b) it 7.3(b), the Company shall use commercially reasonable efforts to obtain as much comparable insurance Insurance Coverage as possible for an annual premium equal to such maximum amountis available. (c) In the event the Company or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or Surviving Corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties or assets to any person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of the Company assume the obligations set forth in this Section 7.3. (d) The provisions of this Section 5.11 7.3 are intended to be for the benefit of, and shall be enforceable by, each person who is now, or has been at any time prior to the date of each this Agreement or who becomes prior to the Effective Time, an officer or director of Seller or any Seller Subsidiary (the “Indemnified Party Parties”) and his or her heirs and representatives.

Directors’ and Officers’ Indemnification and Insurance. Following the Effective Time, the Acquiror shall (a) ASC agrees that indemnify and hold harmless, and provide advancement of expenses to, all rights to indemnification now existing in favor of any employeepast and present directors, agent, director or officer of MeriStar officers and the MeriStar Subsidiaries (the "Indemnified Parties") as provided in their respective charters or by-laws, in an agreement between an Indemnified Party and MeriStar or one employees of the MeriStar Subsidiaries, Company (in all of their capacities) (i) to the same extent such persons are indemnified or otherwise in effect on have the right to advancement of expenses as of the date of this Agreement shall survive by Company pursuant to Company's certificate of incorporation, by-laws and indemnification agreements, if any, in existence on the Merger date hereof with, or for the benefit of, any directors, officers and shall continue employees of Company and (ii) without limitation to clause (i), to the fullest extent permitted by law, in full force each case for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (b) include and cause to be maintained in effect in the Acquiror's (or any successor's) certificate of incorporation and by-laws for a period of not less than six years after the Effective Time; provided that in the event any claim or claims are asserted or made within such six-year period, all rights to provisions regarding elimination of liability of directors, indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, directors and employees or agents and advancement of MeriStar or any of the MeriStar Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any of the MeriStar Subsidiaries, occurring prior to the Effective Time, including the transactions contemplated by this Agreement. Without limiting the generality of the foregoingexpenses which are, in the event any such Indemnified Party is or becomes involved aggregate, no less advantageous to the intended beneficiaries than the corresponding provisions contained in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal current certificate of incorporation and other expenses by-laws of Company and (including the cost c) cause to be maintained for a period of any investigation and preparation) incurred in connection therewith. (b) ASC agrees that, from and after the Effective Time, it shall cause the Surviving Corporation to maintain in effect for not less than six years from after the Effective Time the current policies of the directors' and officers' liability insurance and fiduciary liability insurance maintained by MeriStar; Company (provided that the Surviving Corporation Acquiror (or any successor) may substitute therefor one or more policies of at least the same coverage and amounts containing terms and conditions which are are, in the aggregate, no less advantageous, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage advantageous to the insured) with respect to matters occurring prior to claims arising from facts or events that occurred on or before the Effective Time; and provided, however, that in no event shall Acquiror be required to expend in any one year an amount in excess of 100% of the annual premiums currently paid by Company for such insurance; and, provided further, that if the Surviving Corporation annual premiums of such insurance coverage exceed such amount, Acquiror shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. The obligations of Acquiror under this Section 4.18 shall not be required terminated or modified in such a manner as to pay an annual premium in excess of 300% of the last annual premium paid by MeriStar prior adversely affect any indemnitee to the date of this Agreement, and if the Surviving Corporation is unable to obtain the insurance required by whom this Section 5.11(b) it shall obtain as much comparable insurance as possible for an annual premium equal to 4.18 applies without the consent of such maximum amountaffected indemnitee. (c) The provisions of this Section 5.11 are intended to be for the benefit of each Indemnified Party and his or her heirs and representatives.

Directors’ and Officers’ Indemnification and Insurance. (a) ASC agrees that The Surviving Corporation and Parent shall (i) indemnify and hold harmless all rights to indemnification now existing in favor past and present directors and officers of any employee, agent, director or officer of MeriStar the Company and the MeriStar its Subsidiaries (in all of their capacities) (such Persons, the "“Indemnified Parties"”) (A) to the same extent such Persons are indemnified as provided in their respective charters or by-laws, in an agreement between an Indemnified Party and MeriStar or one of the MeriStar Subsidiaries, or otherwise date hereof by the Company pursuant to the Company’s certificate of incorporation and bylaws as in effect existence on the date hereof (including for acts or omissions occurring in connection with the negotiation, approval, performance and termination, as applicable, of the Purchase Agreement dated as of March 16, 2003 between Cegedim and the Company, the Cegedim Agreement, this Agreement shall survive Agreement, and the Merger consummation of the transactions contemplated hereby and shall continue in full force and effect for a period of not less than six years after the Effective Time; provided that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect taking of any such claim action or claims shall continue until final disposition performance of any obligation related to, or in connection with, any proposal for the acquisition of all or substantially all of the assets or stock of the Company) and all such claims. The Surviving Corporation shall indemnify all Indemnified Parties (B) without limitation to clause (A), to the fullest extent permitted by applicable law law, for any costs or expenses (including advancing attorney’s fees and expenses to the fullest extent permitted by law) judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with respect to all acts and omissions any Proceeding, in each case arising out of, relating to or in connection with acts or omissions occurring or alleged to have occurred whether prior to or after the Effective Time, and in the event of any such individuals' services as officersProceeding, directorsParent and the Surviving Corporation shall cooperate with the Indemnified Party in the defense of any such Proceeding, employees or agents of MeriStar (ii) include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation and bylaws after the Effective Time, provision regarding the elimination of liability of directors and the indemnification of the MeriStar Subsidiaries or as trustees or fiduciaries Indemnified Parties which are, in the aggregate, no less advantageous to the intended beneficiaries than the corresponding provisions contained in the current certificate of any plan for the benefit of employees, or otherwise on behalf of, MeriStar or any incorporation and bylaws of the MeriStar SubsidiariesCompany and (iii) cause to be maintained for a period of at least six (6) years after the Effective Time the Company’s existing directors’ and officers’ liability insurance policy (National Union Fire Insurance Company Policy Number 000-00-00 (“D&O Insurance”); provided that (V) Parent may substitute therefore policies with a reputable insurer of substantially similar coverage and amounts containing terms no less advantageous to the Indemnified Parties, occurring (W) if the existing D&O Insurance expires or is canceled during such period, Parent and the Surviving Corporation will use their commercially reasonable efforts to obtain substantially similar D&O Insurance with a reputable insurer, (X) in no event shall Parent or the Surviving Corporation be required to expend on an annual basis more than 275% of the last annual premiums paid by the Company immediately prior to the Effective TimeTime (the “Maximum Premium Amount”) to maintain or procure D&O Insurance pursuant to this Section 6.10 and (Y) if the annual premium of such D&O Insurance would exceed the Maximum Premium Amount, including the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, in the event any such Indemnified Party is Parent or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transactions contemplated by this Agreement, occurring at or after, the Effective Time, the Surviving Corporation shall pay as incurred such Indemnified Party's legal use their commercially reasonable best efforts to obtain a policy with the greatest coverage available for an annual cost equal to but not exceeding the Maximum Premium Amount; and other expenses provided further, however, that (Z) the obligations of Parent and the Surviving Corporation under this Section 6.10 to maintain the D&O Insurance will be deemed to be satisfied if Parent causes the Surviving Corporation to procure (including the cost timely payment of any investigation all required costs and preparationpremiums) incurred the 6 year Discovery Period (as such term is defined in connection therewiththe D&O Insurance policy) available to the Company under the D&O Insurance policy. (b) ASC agrees thatParent shall assume, from be jointly and after the Effective Timeseverally liable for, it and honor, guaranty and stand surety for, and shall cause the Surviving Corporation to maintain honor the covenants contained in effect for not less than six years from the Effective Time the current policies of the directors' and officers' liability insurance maintained by MeriStar; provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous, taken as a whole, and provided that such substitution shall not result in any gaps or lapses in coverage with respect to matters occurring prior to the Effective Time; and provided, further, that the Surviving Corporation shall not be required to pay an annual premium in excess of 300% of the last annual premium paid by MeriStar prior to the date of this Agreement, and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11(b) it shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amount6.10. (c) The Surviving Corporation shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations in this Section 6.10. (d) The rights of each Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such Indemnified Party may have under the certificate of incorporation or bylaws of the Company, any other indemnification arrangements, the DGCL or otherwise. The provisions of this Section 5.11 6.10 shall survive consummation of the Merger and expressly are intended to benefit each of the Indemnified Parties. (e) In the event Parent, the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and shall not be for the benefit continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all of each Indemnified Party substantially all of its properties and his assets to any person, then and in either case, proper provision shall be made so that the successors and assigns of Parent or her heirs the Surviving Corporation, as the case may be, shall assume the obligations in this Section 6.10. (f) Prior to the Effective Time, the Company may procure (including the timely payment of all required costs and representativespremiums) the 6 year Discovery Period (as such term is defined in the D&O Insurance policy) available to the Company under its D&O Insurance policy. The obligations of Parent and the Surviving Corporation under this Section 6.10 will be deemed to be satisfied if the Company procures such 6 year Discovery Period (including the timely payment of all required costs and premiums) available to the Company under its D&O Insurance policy.