Common use of Directors and Officers Insurance Clause in Contracts

Directors and Officers Insurance. For six (6) years from the date of the expiration of the current term of its existing directors’ and officers’ liability insurance policies (the “Expiration Date”), the Corporation shall maintain in effect the current policies of directors’ and officers’ liability insurance maintained by the Corporation (provided that the Corporation may substitute therefor policies with equally reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are no less advantageous) covering acts or omissions occurring at or prior to the Expiration Date with respect to the Director and any other persons who are currently covered by the Corporation’s directors’ and officers’ liability insurance policy. Notwithstanding the foregoing, in the event that Corporation or any of its respective successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger, (ii) transfers or conveys all or substantially all of its properties and assets to any person, (iii) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors, rights, or a petition is presented for its winding up or liquidation then or (iv) files for dissolution, and in each such case the Corporation shall immediately prior to the occurrence of such event purchase in lieu of the foregoing insurance a directors’ and officers’ liability insurance “tail” or “runoff” insurance program to be in effect until the end of such six (6) year period with respect to wrongful acts and/or omissions committed or allegedly committed at or prior to the Expiration Date (such coverage shall have an aggregate coverage limit over the term of such policy in an amount not less than the annual aggregate coverage limit under the Corporation’s existing directors and officers liability policies, the retention amount provided under such policy or policies shall not exceed the retention amount under the Corporation’s existing directors’ and officers’ liability policies and such coverage shall, in all other respects, be comparable to such existing coverage).

Directors and Officers Insurance. For six (6) years from The Company will purchase and maintain at its expense, insurance in an amount determined in good faith by the date Board to be appropriate, on behalf of any person who prior to or after the Effective Time is or was a director or officer of the expiration Company, or is or was serving at the request of the current term Company as a director, officer, employee or agent of its existing directors’ another corporation, partnership, joint venture, trust or other enterprise, including any direct or indirect Subsidiary of the Company, against any expense, liability or loss asserted against such Person and officers’ liability incurred by such Person in any such capacity, or arising out of such Person’s status as such, subject to customary exclusions. The Company hereby acknowledges that any director, officer or other indemnified person covered by any such indemnity insurance policies policy (any such Person, a “Covered Indemnitee”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by any of the Lead Investors and certain of their respective Affiliates (collectively, the “Expiration DateFund Indemnitors”). The Company hereby agrees that (a) the Company shall be the indemnitor of first resort (i.e., its obligations to a Covered Indemnitee shall be primary and any obligation of any Fund Indemnitor to advance expenses or to provide indemnification for the Corporation same expenses or liabilities incurred by Covered Indemnitee shall maintain be secondary) and (b) the Company irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in effect the current policies of directors’ and officers’ liability insurance maintained respect thereof. The Company further agrees that no advancement or payment by the Corporation (provided that the Corporation may substitute therefor policies with equally reputable and financially sound carriers Fund Indemnitors on behalf of at least the same coverage and amounts containing terms and conditions which are no less advantageous) covering acts or omissions occurring at or prior to the Expiration Date a Covered Indemnitee with respect to any claim for which such Covered Indemnitee has sought indemnification from the Director Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or shall be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Covered Indemnitee against the Company. The provisions of this Section 5.1 will survive any other persons who are currently covered by the Corporation’s directors’ and officers’ liability insurance policytermination of this Agreement. Notwithstanding the foregoingAny Fund Indemnitor or insurer thereof not a party to this Agreement is an express third party beneficiary of this Section 5.1, in the event that Corporation or any of its respective successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger, (ii) transfers or conveys all or substantially all of entitled to enforce this Section 5.1 according to its properties and assets to any person, (iii) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors, rights, or a petition is presented for its winding up or liquidation then or (iv) files for dissolution, and in each such case the Corporation shall immediately prior terms to the occurrence of same extent as if such event purchase in lieu of the foregoing insurance Fund Indemnitor or insurer thereof were a directors’ and officers’ liability insurance “tail” or “runoff” insurance program to be in effect until the end of such six (6) year period with respect to wrongful acts and/or omissions committed or allegedly committed at or prior to the Expiration Date (such coverage shall have an aggregate coverage limit over the term of such policy in an amount not less than the annual aggregate coverage limit under the Corporation’s existing directors and officers liability policies, the retention amount provided under such policy or policies shall not exceed the retention amount under the Corporation’s existing directors’ and officers’ liability policies and such coverage shall, in all other respects, be comparable to such existing coverage)party hereto.

Directors and Officers Insurance. For six (6) years from From and after the Effective Time, Parent agrees that it will cause the Surviving Corporation to indemnify and hold harmless each present and former director and officer of the Company and other persons entitled to indemnification under the certificate of incorporation and by-laws of the Company as in effect on the date hereof, against any costs or expenses (including reasonable attorneys' fees) judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") (but only to the extent such Costs are not otherwise covered by insurance and paid) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, including without limitation, the transactions contemplated by this Agreement, whether asserted or claimed prior to, at or after the Effective Time, to the extent the Company would have been required to do so under the certificate of incorporation and by-laws of the expiration Company as in effect on the date hereof (and Parent shall, or shall cause the Surviving Corporation to, also advance expenses as incurred to the fullest extent Parent or the Surviving Corporation would have been required to do so under the certificate of incorporation and by-laws of the current term Company as in effect on the date hereof, provided the person to whom expenses are advanced provides an undertaking to repay such advances if it is finally determined by a court of its existing directors’ competent jurisdiction that such person is not entitled to indemnification). Parent shall cause the Surviving Corporation to and officers’ liability insurance policies (the “Expiration Date”), the Surviving Corporation shall (i) include and maintain in effect in its certificate of incorporation and by-laws for a period of at least six years, the same provisions regarding elimination of liability of directors and indemnification of officers, directors, employees and other persons contained in the certificate of incorporation and by-laws of Merger Sub as in effect on the date hereof and (ii) maintain for a period of at least six years, the current policies of directors’ ' and officers’ ' liability insurance and fiduciary liability insurance maintained by the Corporation Company (provided that the Surviving Corporation may substitute therefor policies with equally reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are are, in the aggregate, no less advantageous) covering acts or omissions occurring at or prior advantageous to the Expiration Date insured) with respect to claims arising from facts or events that occurred on or before the Director and Effective Time; including, without limitation, in respect of the transactions contemplated by this Agreement; provided, however, that in no event shall the Surviving Corporation be required to expend in any other persons who are one year an amount in excess of 200% of the annual premiums currently covered paid by the Corporation’s directors’ Company 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 exceeding such amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained by the Surviving Corporation for purposes of this Section 5.7, which policies (together with the Company's existing policy) provide such directors and officers’ liability insurance policy. Notwithstanding officers with the foregoingcoverage described in the immediately preceding sentence for an aggregate period of not less than six years after the Effective Time with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the event that transactions contemplated by this Agreement. If the Surviving Corporation or any of its respective successors or assigns (i) consolidates with or merges with or into any other person Person and is shall not be the continuing or surviving corporation or entity of such consolidation or merger, merger or (ii) transfers or conveys all or substantially all of its properties and assets to any personPerson, (iii) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors, rights, or a petition is presented for its winding up or liquidation then or (iv) files for dissolutionthen, and in each such case the Corporation shall immediately prior case, to the occurrence of such event purchase in lieu extent necessary, proper provision shall be made so that the successors and assigns of the foregoing insurance a directors’ Surviving Corporation assume the obligations set forth in this Section 5.7. The parties acknowledge and officers’ liability insurance “tail” or “runoff” insurance program to be in effect until the end of such six (6) year period with respect to wrongful acts and/or omissions committed or allegedly committed at or prior agree that to the Expiration Date (such coverage extent the Surviving Corporation fails to comply with its indemnification obligations pursuant to this Section 5.7, Parent shall have an aggregate coverage limit over fulfill the term obligations of such policy in an amount not less than the annual aggregate coverage limit under the Corporation’s existing directors and officers liability policies, the retention amount provided under such policy or policies shall not exceed the retention amount under the Corporation’s existing directors’ and officers’ liability policies and such coverage shall, in all other respects, be comparable to such existing coverage)Surviving Corporation hereunder.

Directors and Officers Insurance. For six (6a) years from Parent shall, and shall cause the date Surviving Corporation to, until the sixth (6th) anniversary of the expiration of the current term of its existing directors’ and officers’ liability insurance policies (the “Expiration Date”)Effective Time, the Corporation shall maintain cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by the Corporation Company or its Subsidiaries as of the date hereof (provided that the Corporation may substitute therefor or policies with equally reputable and financially sound carriers of at least the same comparable coverage and amounts containing terms and conditions which that are no less advantageousadvantageous to the insured parties) covering acts with respect to claims arising from facts or omissions occurring at events that occurred on or prior to the Expiration Date with respect to the Director and any other persons Effective Time, covering those Persons who are currently covered by the CorporationCompany’s current directors’ and officers’ liability insurance policy. Notwithstanding the foregoing, in the event that Corporation or any of its respective successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger, (ii) transfers or conveys all or substantially all of its properties and assets to any person, (iii) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors, rights, or a petition is presented for its winding up or liquidation then or (iv) files for dissolution, and in each such case the Corporation shall immediately prior to the occurrence of such event purchase in In lieu of the foregoing insurance a directors’ and officers’ liability insurance “tail” or “runoff” insurance program to be in effect until the end purchase of such insurance by Parent or the Surviving Corporation, the Surviving Corporation may purchase a six (6) year period with respect to wrongful acts and/or omissions committed or allegedly committed at or prior to the Expiration Date (such coverage shall have an aggregate coverage limit over the term of such policy in an amount not less than the annual aggregate coverage limit “tail policy” under the Corporation’s existing directors and officers liability policies, the retention amount provided under such policy or policies shall not exceed the retention amount under the CorporationCompany’s existing directors’ and officers’ liability policies insurance coverage, and maintain such “tail policy” in full force and effect for its full term. Notwithstanding the foregoing, in no event shall Parent or the Surviving Corporation be obligated to expend any amount in excess of 150% per year of the aggregate premiums paid by the Company and its Subsidiaries in the year ended December 31, 2005 for directors’ and officers liability insurance in order to maintain or procure insurance coverage pursuant to this paragraph, and in the event that Parent or the Surviving Corporation would otherwise be required to expend an amount in excess of such maximum, they shall, instead, maintain the maximum amount of coverage available within the premium limits set forth herein. Nothing in all other respectsthis Agreement shall be deemed to restrict the ability of the Company to secure a “tail policy,” in form reasonably satisfactory to Parent, be comparable consistent with the foregoing limitations and requirements prior to the Effective Time; provided that the aggregate premiums payable by the Company for such “tail policy” shall not exceed 200% of the aggregate premiums paid by the Company in the year ended December 31, 2005 for the Company’s existing coverage)directors’ and officers’ liability insurance; and provided further, however, that in such event, the obligations of the Parent and Surviving Corporation hereunder shall terminate.

Directors and Officers Insurance. For six (6) years from the date The MVT Group intends to obtain D&O Insurance for its officers and directors effective as of the expiration Distribution Date and the parties agree that they will coordinate coverage such that there is no period of time where current or former MVT Group directors and officers are not covered by D&O Insurance for actions taken while serving in those positions. If requested by the MVT Group, the MI Group shall make best efforts to purchase a “tail” D&O Insurance policy, with coverage for a period of not less than five (5) years, to cover MVT Group directors and officers for actions occurring before the Distribution Date in their capacities as MVT Group directors and officers, but for which claims are not made until after the Distribution Date (the terms of which tail shall be subject to the consent of the current term of its existing directors’ and officers’ liability insurance policies (the “Expiration Date”MVT Group), and if the Corporation MI Group is able to purchase such a “tail” policy with terms acceptable to the MVT Group, the MVT Group shall maintain in effect pay the current policies full cost of directors’ and officers’ any such “tail” insurance relating solely to service as an MVT Group officer or director. In addition, the MVT Group will reimburse the MI Group upon demand for (i) any liability insurance maintained or costs incurred by the Corporation (provided that the Corporation may substitute therefor policies with equally reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are no less advantageous) covering acts or omissions occurring at or prior to the Expiration Date MI Group with respect to the Director MVT Group’s officers and any other persons who are currently covered by directors (related solely to service as an MVT Group officer or director) subject to the Corporation’s directors’ and officers’ liability insurance policy. Notwithstanding the foregoing, in the event that Corporation or any of its respective successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or mergerdeductible under D&O Insurance, (ii) transfers any claims with respect to the MVT Group’s officers and directors (related solely to service as an MVT Group officer or conveys all director) in excess of the policy limits under D&O Insurance or substantially all of its properties and assets to any person, (iii) institutes any claims with respect to the MVT Group’s officers and directors (related solely to service as an MVT Group officer or has instituted director) determined to be outside of the coverage provided under D&O Insurance, provided that in the cases of (i) and (ii), the determination of to what degree a reimbursable claim pursuant to this sentence is subject to the deductible or is in excess of the policy limit shall be made by taking into account the total claims (including MI Group liabilities) subject to such deductible or such policy limit and calculating the ratable share of such total claims that represents claims that are reimbursable pursuant to this sentence. The MVT Group will also reimburse the MI Group for all direct administrative and other costs of administering, investigating and defending against it a proceeding seeking a judgment of insolvency such reimbursable claims, including reasonable attorneys’ fees, to the extent not otherwise reimbursed to the MI Group by D&O Insurance. The MI Group will consult with the MVT Group in connection with all material decisions regarding (i) administering, investigating and defending against any claims with respect to the MVT Group’s officers and directors (related solely to service as an MVT Group officer or bankruptcy director) and (ii) the MI Group’s D&O Insurance with respect to claims against MVT Group officers or any other relief under any bankruptcy directors (related solely to service as an MVT Group officer or insolvency law or other similar law affecting creditors, rights, or a petition is presented for its winding up or liquidation then or (iv) files for dissolutiondirector), and in each such case the Corporation shall immediately prior to the occurrence of such event purchase in lieu of the foregoing insurance a directors’ and officers’ liability insurance “tail” or “runoff” insurance program to be in effect until the end of such six (6) year period not take any material action with respect to wrongful acts and/or omissions committed such claims or allegedly committed at such D&O Insurance (including, without limitation, settling or compromising any such claims) without the prior to consent of the Expiration Date (such coverage shall have an aggregate coverage limit over the term of such policy in an amount not less than the annual aggregate coverage limit under the Corporation’s existing directors and officers liability policies, the retention amount provided under such policy or policies shall not exceed the retention amount under the Corporation’s existing directors’ and officers’ liability policies and such coverage shall, in all other respects, be comparable to such existing coverage)MVT Group.

Directors and Officers Insurance. For six The Company (6a) years from shall provide each Director designated by a Sponsor Investor pursuant to Section 4.1 with the date same rights, privileges and benefits as the other members of the expiration of the current term of its existing directors’ and officers’ liability insurance policies (the “Expiration Date”)Board, the Corporation shall maintain in effect the current policies of directors’ and officers’ liability insurance maintained by the Corporation (provided that the Corporation may substitute therefor policies with equally reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are no less advantageous) covering acts or omissions occurring at or prior to the Expiration Date including with respect to indemnification, exculpation, insurance coverage, expense reimbursement, notice and information, and (b) to the fullest extent permitted by applicable law, regulation and NYSE rules, shall not amend, repeal or otherwise modify in a manner adverse to any such Director and any right of such Director to indemnification or exculpation under the Certificate, the Bylaws, this Agreement or any other persons who are currently covered agreement or instrument by the Corporation’s directors’ and officers’ liability insurance policy. Notwithstanding the foregoing, in the event that Corporation Company or any of its respective successors subsidiaries without the prior written consent of a majority of the Directors designated by a Sponsor Investor pursuant to Section 4.1 who are then serving in such capacity. The Company hereby acknowledges that any director, officer or assigns (i) consolidates with other indemnified person to whom the Company is obligated to provide insurance coverage, indemnification or merges into any other person and is not advancement of expenses in connection therewith by the continuing Company pursuant to the Certificate or surviving corporation or entity of such consolidation or merger, (ii) transfers or conveys all or substantially all of its properties and assets to any person, (iii) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy the Bylaws or any other relief agreement between the Company and any such person or under any bankruptcy or insolvency law or other similar law affecting creditorswhich such person has third-party beneficiary rights with respect thereto (each, rights, or a petition is presented for its winding up or liquidation then or (iv) files for dissolution“Covered Indemnitee”, and in each any such case the Corporation shall immediately prior obligation, an “Indemnification Obligation”) may have certain rights to the occurrence indemnification, advancement of such event purchase in lieu expenses or insurance provided by one or more of the foregoing insurance a directors’ and officers’ liability insurance Sponsor Investors or their respective Affiliates (collectively, the “tail” or “runoff” insurance program to Fund Indemnitors”). The Company hereby (a) agrees that the Company shall be in effect until the end indemnitor of such six (6) year period first resort with respect to wrongful acts and/or omissions committed all Indemnification Obligations (i.e., its Indemnification Obligations to a Covered Indemnitee shall be primary and any obligation of any Fund Indemnitor to advance expenses or allegedly committed at to provide indemnification for the same expenses or prior liabilities incurred by such Covered Indemnitee shall be secondary) and (b) irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims the Company has or may have against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect of any such expenses or liabilities. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of a Covered Indemnitee with respect to any claim for which such Covered Indemnitee has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution or be subrogated to the Expiration Date (such coverage shall have an aggregate coverage limit over the term extent of such policy in advancement or payment to all of the rights of recovery of such Covered Indemnitee against the Company. The provisions of this Section 4.5 will survive any termination of this Agreement. Any Fund Indemnitor or insurer thereof not a party to this Agreement is an amount not less than express third-party beneficiary of this Section 4.5, and is entitled to enforce this Section 4.5 according to its terms to the annual aggregate coverage limit under the Corporation’s existing directors and officers liability policies, the retention amount provided under same extent as if such policy Fund Indemnitor or policies shall not exceed the retention amount under the Corporation’s existing directors’ and officers’ liability policies and such coverage shall, in all other respects, be comparable to such existing coverage)insurer thereof were a party hereto.

Directors and Officers Insurance. For 5.18.1. From and after the Effective Time, IESI-BFC shall cause the Surviving Corporation or its relevant Subsidiary, as applicable, to, (i) indemnify, defend and hold harmless, all past and present directors, officers and employees of WSI and its Subsidiaries (in all of their capacities) and all fiduciaries under any WSI Applicable 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 WSI or any of its Subsidiaries or a fiduciary under any WSI Applicable Plan or is or was serving at the request of WSI or any of its Subsidiaries as 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 connection with this Agreement and the consummation of the transactions contemplated hereby), and provide advancement of expenses to the Indemnified Parties, in all such cases to the same extent that such persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by WSI or its relevant Subsidiary, as applicable, pursuant to WSI’s certificate of incorporation, by-laws and indemnification agreements, if any, or by WSI’s relevant Subsidiary pursuant to such Subsidiary’s certificate of incorporation, by-laws and indemnification agreements of any Subsidiary of WSI, if any, in each case, in existence on the date hereof, (ii) without limitation to clause (i), to the fullest extent permitted by applicable Law, 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 six (6) years after the Effective Time, the current provisions regarding limitation of liability of directors, and indemnification of and advancement of expenses to directors, officers and employees of WSI, as contained in the certificate of incorporation and by-laws of WSI 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 liability arising out of such 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, WSI shall and, if WSI is unable to, IESI-BFC 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 date of Effective Time from an insurance carrier with the expiration of the same or better rating as WSI’s current term of its existing insurance carrier with respect to directors’ and officers’ liability insurance policies and fiduciary insurance (the collectively, “Expiration DateD&O Insurance”), for the Indemnified Parties, with terms, conditions, retentions and levels of coverage at least as favorable as WSI’s existing D&O Insurance as of the date of this Agreement with respect to matters existing or occurring prior to the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby). If such “tail” prepaid insurance policies have been obtained, IESI-BFC shall, and shall cause the 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 WSI and the Surviving Corporation for any reason fail to obtain such “tail” prepaid insurance policies as of the Effective Time, the Surviving Corporation shall, and IESI-BFC shall cause the Surviving Corporation to, continue to maintain in effect effect, at no expense to the current policies beneficiaries, for a period of directors’ at least six (6) years from and officers’ liability insurance maintained by after the Corporation Effective Time for the Indemnified Parties, WSI’s existing D&O Insurance as of the date of this Agreement (provided that the Corporation IESI-BFC (or any successor) may substitute therefor policies with equally reputable and financially sound carriers of at least the same terms, conditions, retentions and levels of coverage and amounts containing terms which are, in the aggregate, as favorable 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 conditions which are no less advantageous) covering IESI-BFC 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 WSI’s current insurance carrier with respect to WSI’s existing D&O Insurance with terms, conditions, retentions and with levels of coverage at least as favorable as provided in WSI’s existing D&O Insurance 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 at in connection with this Agreement and the consummation of the transactions contemplated hereby), provided, however, that in no event will IESI-BFC or prior the Surviving Corporation be required to expend annually in excess of 250% of the annual premium currently paid by WSI for such coverage (and to the Expiration Date with respect extent the annual premium would exceed 250% of the annual premium currently paid by WSI for such coverage, the Surviving Corporation shall use all reasonable efforts to cause to be maintained the Director and any other persons who are currently covered by the Corporation’s directors’ and officers’ liability insurance policy. Notwithstanding the foregoing, in the event that Corporation or any maximum amount of its respective successors or assigns (i) consolidates with or merges into any other person and coverage as is not the continuing or surviving corporation or entity available for such 250% of such consolidation annual premium). The obligations of IESI-BFC and the Surviving Corporation under this Section 5.18 shall not be terminated, amended or mergermodified in any manner so as to adversely affect any Indemnified Party (including their successors, heirs and legal representatives) to whom this Section 5.18 applies without the consent of such affected Indemnified Party (ii) transfers or conveys all or substantially all it being expressly agreed that the Indemnified Parties to whom this Section 5.18 applies shall be third party beneficiaries of its properties and assets to any person, (iii) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors, rights, or a petition is presented for its winding up or liquidation then or (iv) files for dissolutionthis Section 5.18, and in each this Section 5.18 shall be enforceable by such case Indemnified Parties and their respective successors, heirs and legal representatives and shall be binding on all successors and assigns of IESI-BFC and the Corporation shall immediately prior to the occurrence of such event purchase in lieu of the foregoing insurance a directors’ and officers’ liability insurance “tail” or “runoff” insurance program to be in effect until the end of such six (6) year period with respect to wrongful acts and/or omissions committed or allegedly committed at or prior to the Expiration Date (such coverage shall have an aggregate coverage limit over the term of such policy in an amount not less than the annual aggregate coverage limit under the Surviving Corporation’s existing directors and officers liability policies, the retention amount provided under such policy or policies shall not exceed the retention amount under the Corporation’s existing directors’ and officers’ liability policies and such coverage shall, in all other respects, be comparable to such existing coverage).

Directors and Officers Insurance. For a period of six (6) years from following the date of Effective Time, Parent shall cause the expiration of the current term of its existing Surviving Corporation to maintain in effect, if available, directors’ and officers’ liability insurance policies (the “Expiration Date”), the Corporation shall maintain in effect the current policies of directors’ and officers’ liability insurance maintained by the Corporation (provided that the Corporation may substitute therefor policies with equally reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are no less advantageous) covering acts or omissions occurring at or prior to the Expiration Date with respect to the Director and any other those persons who are currently covered by the CorporationCompany’s directors’ and officers’ liability insurance policy. Notwithstanding policy as of the foregoingdate hereof or as of the Effective Time (the “Covered Persons”) in an amount and on terms no less favorable, when taken as a whole, to those applicable to the directors and officers of the Company as of the date hereof; provided, however, that in no event shall Parent or the event that Surviving Corporation or any be required to expend an annual premium for such coverage in excess of two hundred percent (200%) of the annual premium currently paid by the Company under its respective successors or assigns (i) consolidates with or merges into any other person directors’ and officer’s liability insurance policy in effect as of the date hereof, and if the cost for such coverage is not the continuing or surviving corporation or entity in excess of such consolidation or mergeramount, (ii) transfers or conveys all or substantially all of its properties and assets to any person, (iii) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors, rights, or a petition is presented for its winding up or liquidation then or (iv) files for dissolution, and in each such case the Surviving Corporation shall immediately prior only be required to maintain such coverage as is available for such amount (it being understood and hereby agreed that if Parent or the occurrence Surviving Corporation shall elect to satisfy its obligations under this Section 6.13(b) by purchasing a multi-year “tail” or similar policy, the annual premium limitation set forth in this Section 6.13(b) shall be measured by dividing the total premium for such multi-year “tail” or similar policy by the number of years covered thereby and comparing such event purchase in lieu quotient to two hundred percent (200%) of the foregoing insurance a annual premium currently paid by the Company under its directors’ and officers’ liability insurance “tail” or “runoff” insurance program policy in effect as of the date hereof). Each of Parent, Merger Sub and the Company acknowledge and hereby agree that each of the Covered Persons is intended to be in effect until a third party beneficiary of the end terms of such six (6) year period with respect to wrongful acts and/or omissions committed or allegedly committed at or prior to the Expiration Date (such coverage shall have an aggregate coverage limit over the term of such policy in an amount not less than the annual aggregate coverage limit under the Corporation’s existing directors and officers liability policies, the retention amount provided under such policy or policies shall not exceed the retention amount under the Corporation’s existing directors’ and officers’ liability policies and such coverage shall, in all other respects, be comparable to such existing coveragethis Section 6.13(b).

Directors and Officers Insurance. For six (6) years from From and after the Effective Time, the Purchaser shall indemnify and hold harmless all past and present officers and directors of the Company in the same manner and to the same extent such persons are indemnified as of the date of this Agreement by the expiration Company pursuant to applicable law, the articles and by-laws of the current term of its existing directors’ Company and officers’ liability insurance policies (any indemnity agreements between such persons and the “Expiration Date”), the Corporation shall maintain in effect the current policies of directors’ and officers’ liability insurance maintained by the Corporation (provided that the Corporation may substitute therefor policies with equally reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are no less advantageous) covering Company for acts or omissions occurring at on or prior to the Expiration Date with respect Effective Time. The Purchaser shall use reasonable efforts to secure and/or continue paying all premiums for directors' and officers' insurance coverage for the Company's current and former directors and officers on a seven year "trailing" (or "run off") basis. If a trailing policy is not available at a reasonable cost (a "reasonable cost" being not greater than the estimated cost of providing the coverage referred to in this and the next sentence), then from the Effective Time and ending three years after the Effective Time, the Purchaser shall cause the Company or any successor to the Director and any other persons who are currently covered by Company to maintain the Corporation’s Company's current directors’ ' and officers’ liability ' insurance policy or an equivalent policy, subject in either case to terms and conditions no less advantageous to the directors and officers of the Company than those contained in the policy in effect on the date hereof for all current and former directors and officers of the Company, covering claims made prior to or within three years after the Effective Time. Further, the Purchaser agrees that after the expiration of that three year period, the Purchaser shall use its reasonable efforts to cause such directors and officers to be covered under the Purchaser's then existing directors' and officers' insurance policy, provided such coverage can be obtained at a reasonable cost to the Purchaser. Notwithstanding If the foregoing, in the event that Corporation Purchaser or any of its respective successors or assigns (i) consolidates shall consolidate with, amalgamate with or merges merge into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger, (ii) transfers or conveys shall transfer all or substantially all of its properties and assets to any personindividual, (iii) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law corporation or other similar law affecting creditorsentity, rights, or a petition is presented for its winding up or liquidation then or (iv) files for dissolutionthen, and in each such case case, the Corporation Purchaser shall immediately prior to make proper provision for the occurrence of such event purchase in lieu successors and assigns of the foregoing insurance a directors’ and officers’ liability insurance “tail” or “runoff” insurance program Purchaser to be assume all of the obligations set forth in effect until the end of such six (6) year period with respect to wrongful acts and/or omissions committed or allegedly committed at or prior to the Expiration Date (such coverage shall have an aggregate coverage limit over the term of such policy in an amount not less than the annual aggregate coverage limit under the Corporation’s existing directors and officers liability policies, the retention amount provided under such policy or policies shall not exceed the retention amount under the Corporation’s existing directors’ and officers’ liability policies and such coverage shall, in all other respects, be comparable to such existing coverage)this Section 4.7.

Directors and Officers Insurance. For six (6) years from WSC will arrange for the date exercise of any option available under the D&O Policy for the establishment of an extended reporting period, or shall arrange for a new policy of insurance or an extension of the expiration of reporting period for the existing coverage to become effective at Closing that insures the current term and former directors and officers of WSC and its existing directors’ and officers’ liability insurance policies (subsidiaries against claims made after the “Expiration Date”), Closing Date but before the Corporation shall maintain in effect the current policies of directors’ and officers’ liability insurance maintained by the Corporation (provided that the Corporation may substitute therefor policies with equally reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are no less advantageous) covering acts or omissions occurring at or prior to the Expiration Date with respect to the Director and any other persons who are currently covered by the Corporation’s directors’ and officers’ liability insurance policy. Notwithstanding the foregoing, in the event that Corporation or any of its respective successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger, (ii) transfers or conveys all or substantially all of its properties and assets to any person, (iii) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors, rights, or a petition is presented for its winding up or liquidation then or (iv) files for dissolution, and in each such case the Corporation shall immediately prior to the occurrence of such event purchase in lieu of the foregoing insurance a directors’ and officers’ liability insurance “tail” or “runoff” insurance program to be in effect until the end of such six (6) year period sixth anniversary thereof with respect to wrongful acts and/or omissions committed or allegedly committed at or prior to the Expiration Closing Date, and which would have been covered under the D&O Policy had such claims been made prior to the Closing Date (such coverage shall have an aggregate coverage limit over in either case, the term "D&O TAIL POLICY"). WSC will arrange for the exercise of such policy in an amount not less than the annual aggregate coverage limit any option available under the Corporation’s Employment Practices Policy for the establishment of an extended reporting period, or shall arrange for a new policy of insurance or an extension of the reporting period for the existing coverage to become effective at Closing that insures the current and former directors and officers liability policiesof WSC and its subsidiaries against claims made after the Closing Date but before the second anniversary thereof with respect to wrongful acts committed prior to the Closing Date, and which would have been covered under the Employment Practices Policy had such claims been made prior to the Closing Date (in either case, the retention "EMPLOYMENT PRACTICES TAIL POLICY"). As soon as available to WSC (but no later than five Business Days prior to the Closing), WSC shall provide to Buyer a calculation of the maximum deductible amounts that could apply, after the Closing, to claims pending or made under (i) either or both of the D&O Policy and the D&O Tail Policy (the aggregate of such amounts being the "D&O DEDUCTIBLE") and (ii) either or both of the Employment Practices Policy and the Employment Practices Tail Policy (the aggregate of such amounts being the "EMPLOYMENT PRACTICES DEDUCTIBLE"). As soon as available to WSC (but no later than five Business Days prior to the Closing), WSC shall provide to Buyer its calculations of the (x) D&O Deductible as well as the form of such D&O Tail Policy and all pertinent information relating to premiums (the "D&O TAIL PREMIUM") therefor and (y) Employment Practices Deductible as well as the form of such Employment Practices Tail Policy and all pertinent information relating to premiums for the Employment Practices Tail Policy (the "EMPLOYMENT PRACTICES TAIL PREMIUM"). Buyer and WSC will review WSC's calculations and seek to jointly determine the amount provided under such policy or policies of the Insurance Payments. The Purchase Price shall not exceed be reduced by the retention amount sum of the Insurance Payments. Buyer may elect, at its expense, to purchase additional insurance under the Corporation’s existing directors’ and officers’ liability policies and such coverage shallD&O Policy, the D&O Tail Policy, the Employment Practices Policy or the Employment Practices Tail Policy to eliminate the deductibles thereunder (in all other respects, which case the amount included in the term "Insurance Payment" will be comparable to such existing coverageadjusted accordingly).

Directors and Officers Insurance. (a) For a period of at least six (6) years from the date of the expiration of the current term of its existing directors’ and officers’ liability insurance policies Effective Date (the “Expiration DateTail Coverage Period”), the Corporation First Merchants shall maintain in effect the current policies of directors’ use its reasonable best efforts to obtain an endorsement to its director’s and officers’ officer’s liability insurance maintained by policy to cover the Corporation present and former officers and directors of IALB and the Bank (provided that determined as of the Corporation may substitute therefor policies Effective Date) with equally reputable respect to claims against such directors and financially sound carriers of officers arising from facts or events which occurred before the Effective Date, which insurance shall contain at least the same coverage and amounts containing amounts, and contain terms and conditions which are no less advantageous) covering acts or omissions occurring at or , as that coverage currently provided by IALB; provided however, that if First Merchants is unable to obtain such endorsement, then First Merchants may purchase tail coverage under IALB’s existing director and officer liability insurance policy for such claims; provided further that in no event shall First Merchants be required to expend in the aggregate during each year of the Tail Coverage Period more than 1.5 times the annual amount paid by IALB for its director and officer liability insurance coverage prior to the Expiration Effective Date (the “Insurance Amount”); provided further, that if First Merchants is unable to maintain or obtain the insurance called for by this Section 8.5, First Merchants shall use its reasonable best efforts to obtain as much comparable insurance as is available for the Insurance Amount; provided, further, that officers and directors of IALB or the Bank may be required to make application and provide customary representations and warranties to First Merchants’ insurance carrier for the purpose of obtaining such insurance. (b) Following the Effective Date, First Merchants will provide any IALB or Subsidiary officers, directors and employees who become officers, directors and employees of the Continuing Company or its subsidiaries with respect the same directors and officers liability insurance coverage and indemnification protections that First Merchants provides to other officers, directors and employees of First Merchants or its subsidiaries. In addition, First Merchants further agrees to indemnify and advance expenses to the Director current and any other persons who are currently covered former directors and officers of IALB and the Subsidiaries after the Effective Date, for all actions taken by them prior to the Corporation’s directors’ Effective Date in their respective capacities as directors and officers’ liability insurance policyofficers of IALB or the Subsidiaries to the same extent (and subject to the same limitations) as the indemnification provided by IALB and the Subsidiaries under their respective Articles of Incorporation and By-laws (as applicable) to such directors and officers immediately prior to the Effective Date and as permitted under applicable law. Notwithstanding the foregoing, the indemnity obligations contained herein shall be limited as may be required by applicable federal banking laws and regulations. (c) All rights to indemnification and exculpation from liabilities for acts or omissions occurring on or prior to the Effective Date now existing in favor of the current or former directors or officers of IALB and the Subsidiaries as provided in their respective Articles of Incorporation and By-laws and any existing indemnification agreements or arrangements of IALB or the Subsidiaries described in the IALB Disclosure Letter, shall survive the Merger and shall continue in full force and effect in accordance with their terms to the extent permitted by law, and shall be honored by First Merchants following the Effective Date with respect to acts or omissions of such individuals occurring or alleged to occur on or prior to the Effective Date. (d) In the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action suit, proceeding or investigation in which any individual who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Date, a director or officer of IALB or any Subsidiary (the “Indemnified Parties”), is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that Corporation he is or was a director, officer or employee of IALB or a Subsidiary or any of its respective successors their predecessors or assigns (iii) consolidates this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or on or after the Effective Date, the parties hereto agree to cooperate and use their best reasonable efforts to defend against and respond thereto. (e) If First Merchants shall consolidate with or merges merge into any other person entity and is shall not be the continuing or surviving corporation or entity of such consolidation or merger, (ii) transfers merger or conveys shall transfer all or substantially all of its properties and assets to any personentity, (iii) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors, rights, or a petition is presented for its winding up or liquidation then or (iv) files for dissolution, and in each such case case, proper provision shall be made so that the Corporation successors and assigns of First Merchants shall immediately prior to assume the occurrence of such event purchase obligations set forth in lieu of the foregoing insurance a directors’ and officers’ liability insurance “tail” or “runoff” insurance program to be in effect until the end of such six (6) year period with respect to wrongful acts and/or omissions committed or allegedly committed at or prior to the Expiration Date (such coverage shall have an aggregate coverage limit over the term of such policy in an amount not less than the annual aggregate coverage limit under the Corporation’s existing directors and officers liability policies, the retention amount provided under such policy or policies shall not exceed the retention amount under the Corporation’s existing directors’ and officers’ liability policies and such coverage shall, in all other respects, be comparable to such existing coverage).this Section 8.5. 8.6

Directors and Officers Insurance. For six (6) years In the Merger Agreement, Parent and Purchaser have agreed that the Certificate of Incorporation and the By-Laws of the surviving corporation will contain the provisions in favor of the directors, officers, employees or agents of the Company or of any other corporation, partnership, joint venture, trust or other enterprise with which he or she is or was serving in such capacity at the request of the Company, with respect to indemnification and exculpation from liability set forth in the Company's Certificate of Incorporation and By-Laws as in effect on the date of the expiration Merger Agreement and have agreed not to amend, repeal or otherwise modify the Certificate of Incorporation or the By-laws for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who on or prior to the Effective Time were directors, officers or employees of the current term Company, or any of its subsidiaries unless such modification is required by law. Parent has agreed to guarantee the obligations of the surviving corporation with respect to the indemnification provisions contained in the surviving corporation's Certificate of Incorporation and By-Laws and in any agreements existing directors’ on the date of the Merger Agreement with respect to indemnification between the Company and any of its current and former officers’ liability insurance policies (, directors or employees of the “Expiration Date”)Company, to the Corporation shall maintain extent such agreements have been disclosed and provided to the Company. The Merger Agreement further provides that the surviving corporation will cause to be maintained in effect for a period of six years after the current policies Effective Time, in respect of directors’ and officers’ liability insurance maintained by the Corporation (provided that the Corporation may substitute therefor policies with equally reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are no less advantageous) covering acts or omissions occurring at or prior to the Expiration Date Effective Time, policies of directors' and officers' liability insurance covering the persons covered by such policies (on the date of the Merger Agreement) on terms with respect to the Director coverage and amount no less favorable in any other persons who are currently covered by the Corporation’s directors’ and officers’ liability insurance policy. Notwithstanding the foregoing, in the event that Corporation or any of its respective successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger, (ii) transfers or conveys all or substantially all of its properties and assets to any person, (iii) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors, rights, or a petition is presented for its winding up or liquidation then or (iv) files for dissolution, and in each such case the Corporation shall immediately prior to the occurrence of such event purchase in lieu of the foregoing insurance a directors’ and officers’ liability insurance “tail” or “runoff” insurance program to be in effect until the end of such six (6) year period with material respect to wrongful acts and/or omissions committed or allegedly committed at or prior to the Expiration Date (such coverage shall have an aggregate coverage limit over the term than those of such policy in an effect on the date of the Merger Agreement. However, the surviving corporation will not be obligated to pay annual premiums in excess of 200 percent of the amount not less than paid per annum by the Company for such coverage on the date of the Merger Agreement; and provided further that, if the annual aggregate premiums of such insurance coverage limit under the Corporation’s existing directors and officers liability policiesexceeds such amount, the retention amount provided under surviving corporation will only be required to obtain policies with as much coverage as is available for a cost not exceeding such policy amount. Take-over Laws. The Merger Agreement provides that if any state takeover statute or policies other similar statute or regulation becomes or is deemed to become applicable to the Offer, the Merger, the Merger Agreement or any of the transactions contemplated thereby, the Company shall not exceed the retention amount under the Corporation’s existing directors’ and officers’ liability policies and promptly take all action necessary to render such coverage shall, in all other respects, be comparable to such existing coverage)statute or regulation inapplicable.

Directors and Officers Insurance. For From and after the Effective Time, the Parent agrees that it will cause the Surviving Company to indemnify and hold harmless each present and former director and officer of the Company and other persons entitled to indemnification under the certificate of incorporation and by-laws of the Company as in effect on the date hereof, as well as any indemnification agreements to which the Company is a party with such directors and officers, against any costs or expenses (including reasonable attorneys’ fees) judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) (but only to the extent such Costs are not otherwise covered by insurance and paid) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, including the transactions contemplated by this Agreement, whether asserted or claimed prior to, at or after the Effective Time, to the extent the Company would have been required to do so under the certificate of incorporation and by-laws of the Company as in effect on the date hereof or under such indemnification agreements (and Parent shall, or shall cause the Surviving Company to, also advance expenses as incurred to the fullest extent Parent or the Surviving Company would have been required to do so under the certificate of incorporation and by-laws of the Company as in effect on the date hereof or under such indemnification agreements, provided the person to whom expenses are advanced provides an undertaking to repay such advances if it is finally determined by a court of competent jurisdiction that such person is not entitled to indemnification). Parent shall cause the Surviving Company to and the Surviving Company shall include and maintain in effect in its limited liability company agreement or other governing documents for a period of at least six (6) years from the Closing, the same provisions regarding elimination of liability of directors and indemnification of officers, directors, employees and other persons contained in the limited liability company agreement of Merger Sub as in effect on the date hereof as set forth in Section 5.8 of the expiration Company Disclosure Schedule. Prior to the Closing, the Company shall purchase a “tail policy” to extend for a period of at least six (6) years from the Closing, coverage under the current term of its policies, in such amounts not less than the existing directors’ coverage and officers’ liability insurance policies (the “Expiration Date”)retention amounts, the Corporation shall maintain in effect the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Corporation (provided that the Corporation may substitute therefor policies with equally reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are no less advantageous) covering acts or omissions occurring at or prior to the Expiration Date Company with respect to claims arising from facts or events that occurred on or before the Director and any other persons who are currently covered by the Corporation’s directors’ and officers’ liability insurance policy. Notwithstanding the foregoing, Effective Time; including in the event that Corporation or any of its respective successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger, (ii) transfers or conveys all or substantially all of its properties and assets to any person, (iii) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors, rights, or a petition is presented for its winding up or liquidation then or (iv) files for dissolution, and in each such case the Corporation shall immediately prior to the occurrence of such event purchase in lieu respect of the foregoing insurance a directors’ and officers’ liability insurance “tail” or “runoff” insurance program to be in effect until the end of such six (6) year period with respect to wrongful acts and/or omissions committed or allegedly committed at or prior to the Expiration Date (such coverage shall have an aggregate coverage limit over the term of such policy in an amount not less than the annual aggregate coverage limit under the Corporation’s existing directors and officers liability policies, the retention amount provided under such policy or policies shall not exceed the retention amount under the Corporation’s existing directors’ and officers’ liability policies and such coverage shall, in all other respects, be comparable to such existing coverage)transactions contemplated by this Agreement.

Directors and Officers Insurance. For six (6a) Subject to the Company purchasing the D&O Tail Insurance (as defined below), for a period of seven (7) years from following the date Closing, Buyer or its successor shall fulfill and honor the obligations of the expiration Company pursuant to applicable Law, pursuant to any organizational documents of the current term Company and pursuant to the indemnification agreements set forth in Schedule 6.9(a) that contain any indemnification, reimbursement, advancement of its existing directors’ expenses, hold harmless and officers’ exculpation from liability insurance policies provisions with each individual who is a party to such agreements, and that at any time prior to the Closing was a director, officer or other covered person of the Company (the “Expiration DateIndemnification Schedule”), in each case subject to applicable Law, insofar as such provisions relate to the Corporation shall maintain in effect directors, officers of the current policies of directors’ and officers’ liability insurance maintained by the Corporation (provided that the Corporation may substitute therefor policies with equally reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are no less advantageous) covering acts or omissions occurring at Company on or prior to the Expiration Date Closing Date, as set forth in the Indemnification Schedule (such directors and officers being herein called the “Company Indemnitees”), regardless of whether any proceeding relating thereto is commenced before or after the Closing (provided in the case of a proceeding that commenced prior to the Closing, such proceeding was fully disclosed to the Buyer prior to the Closing). The rights of each Company Indemnitee under this Section 6.8 shall be enforceable by each such Company Indemnitee or his or her heirs. If any claim is made against or involves any Company Indemnitee on or prior to the seventh (7th) anniversary of the Closing, the provisions of this Section 6.8 shall continue in effect with respect to such claim until the Director and any other persons who are currently covered by the Corporation’s directors’ and officers’ liability insurance policyfinal disposition thereof. Notwithstanding the foregoing, in the event that Corporation or any obligations of its respective successors or assigns the Buyer and the Company (following the consummation of the transactions contemplated by this Agreement) (i) consolidates with or merges into shall be subject to any other person limitation imposed by applicable Law, and is not the continuing or surviving corporation or entity of such consolidation or merger, (ii) transfers shall not release any Company Indemnitee from his or conveys all her obligations pursuant to this Agreement, nor shall such Company Indemnitee have any right of contribution, indemnification or substantially all right of its properties and assets to any personadvancement from Buyer, (iii) institutes the Company or has instituted against it a proceeding seeking a judgment of insolvency their respective Subsidiaries or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors, rights, or a petition is presented for its winding up or liquidation then or (iv) files for dissolution, and in each such case the Corporation shall immediately prior to the occurrence of such event purchase in lieu of the foregoing insurance a directors’ and officers’ liability insurance “tail” or “runoff” insurance program to be in effect until the end of such six (6) year period successors with respect to wrongful acts and/or omissions committed any particular amount of Losses recoverable by any of the Indemnified Parties (as defined below) against such Company Indemnitee in his or allegedly committed at or prior her capacity as an Indemnifying Party pursuant to the Expiration Date (such coverage shall have an aggregate coverage limit over the term of such policy in an amount not less than the annual aggregate coverage limit under the Corporation’s existing directors and officers liability policies, the retention amount provided under such policy or policies shall not exceed the retention amount under the Corporation’s existing directors’ and officers’ liability policies and such coverage shall, in all other respects, be comparable to such existing coverage)this Agreement.

Directors and Officers Insurance. For six (6a) years from Parent shall, and shall cause the date Surviving Corporation to, until the sixth (6th) anniversary of the expiration of the current term of its existing directors’ and officers’ liability insurance policies (the “Expiration Date”)Effective Time, the Corporation shall maintain cause to be maintained in effect the current policies of directors’ ' and officers’ ' liability insurance maintained by the Corporation Company or its Subsidiaries as of the date hereof (provided that the Corporation may substitute therefor or policies with equally reputable and financially sound carriers of at least the same comparable coverage and amounts containing terms and conditions which that are no less advantageousadvantageous to the insured parties) covering acts with respect to claims arising from facts or omissions occurring at events that occurred on or prior to the Expiration Date with respect to the Director and any other persons Effective Time, covering those Persons who are currently covered by the Corporation’s Company's current directors’ ' and officers’ ' liability insurance policy. In lieu of the purchase of such insurance by Parent or the Surviving Corporation, the Surviving Corporation may purchase a six (6) year "tail policy" under the Company's existing directors' and officers' liability insurance coverage, and maintain such "tail policy" in full force and effect for its full term. Notwithstanding the foregoing, in no event shall Parent or the Surviving Corporation be obligated to expend any amount in excess of 150% per year of the aggregate premiums paid by the Company and its Subsidiaries in the year ended December 31, 2005 for directors' and officers liability insurance in order to maintain or procure insurance coverage pursuant to this paragraph, and in the event that Parent or the Surviving Corporation or any of its respective successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity would otherwise be required to expend an amount in excess of such consolidation or mergermaximum, (ii) transfers or conveys all or substantially all they shall, instead, maintain the maximum amount of its properties coverage available within the premium limits set forth herein. Nothing in this Agreement shall be deemed to restrict the ability of the Company to secure a "tail policy," in form reasonably satisfactory to Parent, consistent with the foregoing limitations and assets to any person, (iii) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors, rights, or a petition is presented for its winding up or liquidation then or (iv) files for dissolution, and in each such case the Corporation shall immediately requirements prior to the occurrence of Effective Time; provided that the aggregate premiums payable by the Company for such event purchase in lieu of the foregoing insurance a directors’ and officers’ liability insurance “tail” or “runoff” insurance program to be in effect until the end of such six (6) year period with respect to wrongful acts and/or omissions committed or allegedly committed at or prior to the Expiration Date (such coverage shall have an aggregate coverage limit over the term of such policy in an amount not less than the annual aggregate coverage limit under the Corporation’s existing directors and officers liability policies, the retention amount provided under such policy or policies "tail policy" shall not exceed 200% of the retention amount under aggregate premiums paid by the Corporation’s Company in the year ended December 31, 2005 for the Company's existing directors’ ' and officers’ ' liability policies insurance; and provided further, however, that in such coverage shallevent, in all other respects, be comparable to such existing coverage)the obligations of the Parent and Surviving Corporation hereunder shall terminate.

Directors and Officers Insurance. For six (6) years from Parent shall cause the date of Surviving Corporation to and the expiration of the current term of its existing directors’ and officers’ liability insurance policies (the “Expiration Date”), the Surviving Corporation shall (i) include and maintain in effect in its certificate of incorporation and by-laws, the same provisions regarding elimination of liability of directors and indemnification of and advancement of expenses to officers, directors, employees and other persons contained in the certificate of incorporation and by-laws of the Company and (ii) maintain for a period of at least six years, the current policies of directors’ ' and officers’ ' liability insurance and fiduciary liability insurance maintained by the Corporation Company (provided that the Surviving Corporation may substitute therefor policies with equally reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are are, in the aggregate, no less advantageousadvantageous in any material respect to the insured) covering acts with respect to claims arising from facts or omissions occurring at events that occurred on or before the Effective Time; including in respect of the transactions contemplated by this Agreement; provided, however, that in no event shall the Surviving Corporation be required to expend in any one year an amount in excess of 225% of the annual premiums currently paid by the Company for such insurance (such 225% amount, the "Maximum Premium"); 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 exceeding the Maximum Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained by the Company prior to the Expiration Date Closing for purposes of this Section 5.7, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Director and any other persons who are currently covered Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement; provided that the maximum amount of the premium to be paid for such policies shall not exceed $2,225,000. If such prepaid policies have been obtained by the Corporation’s directors’ Company prior to the Closing, Parent shall and officers’ liability insurance policyshall cause the Surviving Corporation to maintain such policies in full force and effect, and continue to honor the Company's obligations thereunder. Notwithstanding If the foregoing, in the event that Surviving Corporation or any of its respective successors or assigns (i) consolidates with or merges with or into any other person Person and is shall not be the continuing or surviving corporation or entity of such consolidation or merger, merger or (ii) transfers or conveys all or substantially all of its properties and assets to any personPerson, (iii) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors, rights, or a petition is presented for its winding up or liquidation then or (iv) files for dissolutionthen, and in each such case the Corporation shall immediately prior case, to the occurrence of such event purchase in lieu extent necessary, proper provision shall be made so that the successors and assigns of the foregoing insurance a directors’ and officers’ liability insurance “tail” or “runoff” insurance program Surviving Corporation assume the obligations set forth in this Section 5.7. Parent agrees to be in effect until cause the end of such six (6) year period Surviving Corporation to comply with respect to wrongful acts and/or omissions committed or allegedly committed at or prior its obligations under this Section 5.7, including by providing any funds to the Expiration Date (such coverage shall have an aggregate coverage limit over Surviving Corporation necessary to enable the term of such policy in an amount not less than Surviving Corporation to fulfill its obligations hereunder. The Company represents and warrants that the annual aggregate coverage limit under the Corporation’s existing directors and officers liability policies, the retention amount provided under such policy or policies shall not exceed the retention amount under the Corporation’s existing directors’ and officers’ liability policies and such coverage shall, in all other respects, be comparable Maximum Premium is equal to such existing coverage)approximately $731,250.

Directors and Officers Insurance. For six (6) years from the date As of the expiration Effective Date, the Company has, and following the Effective Date shall continue to maintain for such periods as the Board in good faith determines, at its expense, insurance in an amount determined in good faith by the Board to be appropriate, on behalf of any person who after the Effective Date is or was a director or officer of the current term Company, or was a director or officer of its existing directors’ and officers’ liability insurance policies (the “Expiration Date”), the Corporation shall maintain in effect the current policies of directors’ and officers’ liability insurance maintained by the Corporation (provided that the Corporation may substitute therefor policies with equally reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are no less advantageous) covering acts or omissions occurring at or Remedy Opco prior to the Expiration Date Effective Date, or is or was serving at the request of the Company, or, prior to the Effective Date, Remedy Opco, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including any direct or indirect subsidiary of the Company, against any expense, liability or loss asserted against such Person and incurred by such Person in any such capacity, or arising out of such Person’s status as such, subject to customary exclusions. The Company hereby acknowledges that any director, officer or other indemnified person covered by any such indemnity insurance policy (any such Person, a “Covered Indemnitee”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by any of the Lead Investors and certain of their respective Affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (a) that the Company shall be the indemnitor of first resort (i.e., its obligations to a Covered Indemnitee shall be primary and any obligation of any Fund Indemnitor to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Covered Indemnitee shall be secondary) and (b) the Company irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of a Covered Indemnitee with respect to any claim for which such Covered Indemnitee has sought indemnification from the Director Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Covered Indemnitee against the Company. The provisions of this Section 8.1 will survive any other persons who are currently covered by the Corporation’s directors’ and officers’ liability insurance policytermination of this Agreement. Notwithstanding the foregoingAny Fund Indemnitor not a party to this Agreement is an express third party beneficiary of this Section 8.1, in the event that Corporation or any of its respective successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger, (ii) transfers or conveys all or substantially all of entitled to enforce this Section 8.1 according to its properties and assets to any person, (iii) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors, rights, or a petition is presented for its winding up or liquidation then or (iv) files for dissolution, and in each such case the Corporation shall immediately prior terms to the occurrence of same extent as if such event purchase in lieu of the foregoing insurance Fund Indemnitor were a directors’ and officers’ liability insurance “tail” or “runoff” insurance program to be in effect until the end of such six (6) year period with respect to wrongful acts and/or omissions committed or allegedly committed at or prior to the Expiration Date (such coverage shall have an aggregate coverage limit over the term of such policy in an amount not less than the annual aggregate coverage limit under the Corporation’s existing directors and officers liability policies, the retention amount provided under such policy or policies shall not exceed the retention amount under the Corporation’s existing directors’ and officers’ liability policies and such coverage shall, in all other respects, be comparable to such existing coverage)party hereto.

Directors and Officers Insurance. For six (6a) years from From and after the Closing, the Insight Companies shall continue to satisfy the rights of exculpation, indemnification and advancement of expenses to which the present and former partners, members, stockholders, directors, representatives, officers, employees and agents of the Insight Companies (each, an “Indemnified Person”) are entitled with respect to any act or omission occurring prior to the Closing under each such Insight Company’s Charter Documents or by contract or agreement listed on Section 4.10 of the Company Disclosure Letter, in accordance with the terms and conditions of any such exculpation and indemnification provisions as in effect on the date of this Agreement. Until the expiration sixth (6th) anniversary of the current term of its existing directors’ and officers’ liability insurance policies (the “Expiration Date”)Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation shall maintain in effect and the current policies Charter Documents of directors’ and officers’ liability insurance maintained by the Corporation (provided that the Corporation may substitute therefor policies Company Subsidiaries shall, with equally reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are no less advantageous) covering acts or omissions respect to matters occurring at or prior to the Expiration Date Effective Time, contain provisions no less favorable in the aggregate with respect to exculpation, indemnification and advancement of expenses of the Director and any other persons who Indemnified Persons than are currently covered by the Corporation’s directors’ and officers’ liability insurance policy. Notwithstanding the foregoing, set forth in the event that Corporation Company’s or any Company Subsidiaries’ Charter Documents in effect as of its respective successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity date of such consolidation or merger, (ii) transfers or conveys all or substantially all of its properties and assets to any person, (iii) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors, rights, or a petition is presented for its winding up or liquidation then or (iv) files for dissolutionthis Agreement, and in each such case the Corporation provisions shall immediately not be amended, repealed or otherwise modified prior to the occurrence of such event purchase in lieu sixth (6th) anniversary of the foregoing insurance a directors’ and officers’ liability insurance “tail” or “runoff” insurance program to be Effective Time in effect until any manner that would materially adversely affect the end rights thereunder, as of such six (6) year period the Effective Time, of any Indemnified Person, with respect to wrongful acts and/or omissions committed or allegedly committed at or matters occurring prior to the Expiration Date (Effective Time. Buyer and the Company further agree that all rights to indemnification or advancement of expenses now existing in favor of Indemnified Persons in any indemnification agreement between such coverage Person and the Company or any Company Subsidiary, as the case may be, or under Law, shall have an aggregate coverage limit over survive the term Merger and continue in full force and effect in accordance with the terms of such policy in an amount not less than the annual aggregate coverage limit under the Corporation’s existing directors and officers liability policiesagreement or Law, or, if earlier, the retention amount provided under such policy or policies shall not exceed sixth (6th) anniversary of the retention amount under the Corporation’s existing directors’ and officers’ liability policies and such coverage shallEffective Time, in all other respectseach case, be comparable solely to the extent such existing coverage)indemnification agreements or resolutions are provided to Buyer prior to the date hereof.

Directors and Officers Insurance. For six (6a) years from Parent shall, and shall cause the date Surviving Corporation to, until the sixth (6th) anniversary of the expiration of the current term of its existing directors’ and officers’ liability insurance policies (the “Expiration Date”)Effective Time, the Corporation shall maintain cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by the Corporation Company or its Subsidiaries as of the date hereof (provided that the Corporation may substitute therefor or policies with equally reputable and financially sound carriers of at least the same comparable coverage and amounts containing terms and conditions which that are no less advantageousadvantageous to the insured parties) covering acts with respect to claims arising from facts or omissions occurring at events that occurred on or prior to the Expiration Date with respect to the Director and any other persons Effective Time, covering those Persons who are currently covered by the CorporationCompany’s current directors’ and officers’ liability insurance policy. In lieu of the purchase of such insurance by Parent or the Surviving Corporation, the Surviving Corporation may purchase a six (6) year extended reporting period endorsement (“reporting tail coverage”) under the Company’s existing directors’ and liability insurance coverage, and maintain such endorsement in full force and effect for its full term. Notwithstanding the foregoing, in no event shall Parent or the Surviving Corporation be obligated to expend any amount per year in excess of the aggregate premiums paid by the Company and its Subsidiaries in the year ended December 31, 2008 for directors’ and officers liability insurance in order to maintain or 50 procure insurance coverage pursuant to this paragraph, and in the event that Parent or the Surviving Corporation would otherwise be required to expend an amount in excess of such maximum, they shall, instead, maintain the maximum amount of coverage available within the premium limits set forth herein. In the event that Surviving Corporation receives a credit against the premium for any reporting tail coverage or any refund of its respective successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or mergerpremium, (ii) transfers or conveys all or substantially all of its properties and assets to any person, (iii) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors, rights, or a petition is presented for its winding up or liquidation then or (iv) files for dissolution, and in each such either case the Corporation shall immediately prior to the occurrence of such event purchase in lieu of the foregoing insurance a directors’ and officers’ liability insurance “tail” or “runoff” insurance program to be in effect until the end of such six (6) year period with respect to wrongful acts and/or omissions committed or allegedly committed at or prior to the Expiration Date (such coverage shall have an aggregate coverage limit over the term of such policy in an amount not less than the annual aggregate coverage limit under the Corporation’s existing directors and officers liability policies, the retention amount provided under such policy or policies shall not exceed the retention amount under the CorporationCompany’s existing directors’ and officers’ liability policies and insurance policy, such coverage shall, in all other respects, credit or refund shall be comparable added to such existing coverage)Net Cash.

Directors and Officers Insurance. For six The Fund shall cause the Surviving Corporation to, and the Surviving Corporation shall, (6i) years from the date of the expiration of the current term of its existing directors’ include and officers’ liability insurance policies (the “Expiration Date”), the Corporation shall maintain in effect in its certificate of incorporation and by-laws for at least six years, provisions regarding elimination of liability of directors and indemnification of and advancement of expenses to officers, directors, employees and other persons which are at least as favourable to such persons as are currently contained in the Certificate of Incorporation and By-laws and (ii) maintain for a period of at least six years, the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Corporation IESI (provided that the Surviving Corporation may substitute therefor policies with equally reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are are, in the aggregate, no less advantageousadvantageous in any material respect than those of such policy in effect on the date hereof) covering acts or omissions occurring at or prior to the Expiration Date with respect to claims arising from facts or events that occurred on or before the Director Effective Time (including in respect of the Transactions); provided, however, that in no event shall the Surviving Corporation be required to expend in any one year an amount in excess of 150% of the annual premiums currently paid by IESI for such insurance (such 150% amount, the “Maximum Premium”); provided, further, that if the annual premiums of such insurance coverage exceed such amount, IESI shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Premium. The provisions of clause (ii) of the immediately preceding sentence shall be deemed to have been satisfied if the Fund obtains or causes to be obtained for the Surviving Corporation prepaid policies, which policies provide such directors and any other persons who are currently covered by officers with the coverage described in clause (ii) above. If such prepaid policies have been obtained for the Surviving Corporation, the Fund shall cause the Surviving Corporation to maintain such policies in full force and effect, and to continue to honour the Surviving Corporation’s directors’ and officers’ liability insurance policyobligations thereunder. Notwithstanding If the foregoing, in the event that Surviving Corporation or any of its respective successors or assigns (i) consolidates with or merges with or into any other person Person and is shall not be the continuing or surviving corporation or entity of such consolidation or merger, merger or (ii) transfers or conveys all or substantially all of its properties and assets to any personPerson, (iii) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors, rights, or a petition is presented for its winding up or liquidation then or (iv) files for dissolutionthen, and in each such case the Corporation shall immediately prior case, to the occurrence of such event purchase in lieu extent necessary, proper provision shall be made so that the successors and assigns of the foregoing insurance a directors’ and officers’ liability insurance “tail” or “runoff” insurance program Surviving Corporation assume the obligations set forth in this Section 5.16. The Fund agrees to be in effect until cause the end of such six (6) year period Surviving Corporation to comply with respect to wrongful acts and/or omissions committed or allegedly committed at or prior its obligations under this Section 5.16, including by providing any funds to the Expiration Date (such coverage shall have an aggregate coverage limit over Surviving Corporation necessary to enable the term of such policy in an amount not less than the annual aggregate coverage limit under the Corporation’s existing directors and officers liability policies, the retention amount provided under such policy or policies shall not exceed the retention amount under the Corporation’s existing directors’ and officers’ liability policies and such coverage shall, in all other respects, be comparable Surviving Corporation to such existing coverage)fulfill its obligations hereunder.

Directors and Officers Insurance. For six (6a) Subject to the Company purchasing the D&O Tail Insurance (as defined below), for a period of seven (7) years from following the date Closing, Buyer or its successor shall cause the Company to fulfill and honor the obligations of the expiration of Company and its Subsidiaries pursuant to applicable Law, pursuant to any indemnification provisions under the current term of its existing directors’ Company Charter Documents or the Subsidiary Charter Documents and officers’ liability insurance policies pursuant to the indemnification agreements set forth in Schedule 5.10 hereto (the “Expiration DateIndemnification Schedule”)) that contain any indemnification, the Corporation shall maintain reimbursement, advancement of expenses, hold harmless and exculpation from liability provisions, in effect the current policies of directors’ any case, with each individual who is a party to such agreements, and officers’ liability insurance maintained by the Corporation (provided that the Corporation may substitute therefor policies with equally reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are no less advantageous) covering acts or omissions occurring at any time on or prior to the Expiration Closing Date was a director, officer or other covered person of the Company and its Subsidiaries (such directors, officers and other covered persons being herein called the “Company Indemnitees”), in each case subject to applicable Law, insofar as such provisions relate to the Company Indemnitees, regardless of whether any proceeding relating thereto is commenced before or after the Closing. The rights of each Company Indemnitee under this Section 5.10 shall be enforceable by each such Company Indemnitee or his or her heirs, and they shall be intended third party beneficiaries of this Section 5.10. If any claim is made against or involves any Company Indemnitee on or prior to the seventh (7th) anniversary of the Closing, the provisions of this Section 5.10 shall continue in effect with respect to such claim until the Director and any other persons who are currently covered by the Corporation’s directors’ and officers’ liability insurance policyfinal disposition thereof. Notwithstanding the foregoing, in the event that Corporation or any obligations of its respective successors or assigns Buyer and the Company (following the Closing) (i) consolidates with or merges into shall be subject to any other person limitation imposed by applicable Law, and is not the continuing or surviving corporation or entity of such consolidation or merger, (ii) transfers shall not release any Company Indemnitee from his or conveys all her obligations pursuant to this Agreement, nor shall such Company Indemnitee have any right of contribution, indemnification or substantially all right of its properties and assets to any personadvancement from Buyer, (iii) institutes the Company or has instituted against it a proceeding seeking a judgment of insolvency their respective Subsidiaries or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors, rights, or a petition is presented for its winding up or liquidation then or (iv) files for dissolution, and in each such case the Corporation shall immediately prior to the occurrence of such event purchase in lieu of the foregoing insurance a directors’ and officers’ liability insurance “tail” or “runoff” insurance program to be in effect until the end of such six (6) year period successors with respect to wrongful acts and/or omissions committed any particular amount of Damages recoverable by any of the Buyer Indemnified Parties against such Company Indemnitee in his or allegedly committed at or prior her capacity as a Seller Indemnifying Party pursuant to this Agreement. After the Closing and for a period of seven (7) years following the Closing, Buyer shall not make any change to the Expiration Date (such coverage shall have an aggregate coverage limit over Company Charter Documents or the term Subsidiary Charter Documents in a manner that will cancel or derogate from the rights of such policy in an amount not less than the annual aggregate coverage limit Company Indemnitees under the Corporation’s existing directors and officers liability policies, the retention amount provided under such policy or policies shall not exceed the retention amount under the Corporation’s existing directors’ and officers’ liability policies and such coverage shall, in all other respects, be comparable to such existing coveragethis Section 5.10(a). CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.

Directors and Officers Insurance. For six (6a) years from As of the date of hereof, the expiration of the current term of its existing Company shall have obtained, and shall maintain without any lapse in coverage, directors’ and officers’ liability insurance policies (“D&O Insurance”) with reputable insurance companies providing liability insurance for directors and certain officers of the “Expiration Date”Company and member of the stockholders committee in their capacities as such (and for any capacity in which any director or officer of the Company serves any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other person or enterprise at the request of the Company), the Corporation shall maintain in effect the current policies respect of directors’ and officers’ liability insurance maintained by the Corporation (provided that the Corporation may substitute therefor policies with equally reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are no less advantageous) covering acts or omissions occurring at or prior while serving in such capacity, on terms with respect to the Expiration Date coverage and amount (including with respect to the Director and payment of expenses) no less favorable than those of such policy in effect on the date hereof except for any other persons who are currently covered changes approved by the Corporation’s directors’ and officers’ liability insurance policy. Notwithstanding the foregoing, in the event that Corporation or any of its respective successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger, (ii) transfers or conveys all or substantially all of its properties and assets to any person, (iii) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors, rights, or a petition is presented for its winding up or liquidation then or (iv) files for dissolution, and in each such case the Corporation shall immediately Board which approval occurs prior to the occurrence of such event purchase any Change in lieu Control. (b) [During the time period he or she serves the Company as a director of the foregoing insurance a directors’ and officers’ liability insurance “tail” or “runoff” insurance program to Company, Indemnitee shall be covered by the Company’s D&O Insurance policies in effect until from time to time in accordance with the end of such six (6) year period with respect to wrongful acts and/or omissions committed or allegedly committed at or prior applicable terms to the Expiration Date (such maximum extent of the coverage shall have an aggregate coverage limit over available to the term most favorably insured of such policy in an amount not less than the annual aggregate coverage limit under the CorporationCompany’s existing then current directors and officers liability policies, the retention amount provided under such policy or policies.] [During the time period he or she serves the Company [as an officer of the Company][as a member of the stockholders committee], Indemnitee shall be covered by the Company’s D&O Insurance policies in effect from time to time in accordance with the applicable terms to the maximum extent of the coverage available for any similarly situated person at the Company under such policy or policies.] [The Company shall continue to maintain D&O Insurance covering Indemnitee, to the maximum extent of the coverage available to the most favorably insured of the Company’s then current directors under such policy or policies, for a period of at least six years after the Indemnitee’s service as a director of the Company has concluded.] [The Company shall continue to maintain D&O Insurance covering Indemnitee, to the maximum extent of the coverage available for any similarly situated person at the Company, for a period of at least six years after the Indemnitee’s service as an officer or director of the Company has concluded.] (c) Promptly after receiving notice of a Proceeding as to which Indemnitee is a party or a participant (as a witness or otherwise), the Company shall give notice of such Proceeding to the insurers under the Company’s D&O Insurance in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable actions to cause insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. The failure or refusal of any such insurer to pay any such amount shall not exceed affect or impair the retention amount obligations of the Company under this Agreement or limit the Corporation’s existing directors’ rights of Indemnitee hereunder. Indemnitee shall not knowingly take any action that jeopardizes or otherwise waives D&O Insurance coverage under any policy then in effect. (d) Upon request by Indemnitee, the Company shall provide to Indemnitee copies of the D&O Insurance policies as in effect from time to time. The Company shall promptly notify Indemnitee of any material changes in such insurance coverage, and officers’ liability policies and of any expiration or lapse of all or any part of such coverage shall, in all other respects, be comparable to such existing insurance coverage). Section 16.

Directors and Officers Insurance. (a) For so long as any Series A Director serves on the Company’s board of directors and for a period of six (6) years from after the date on which the Series A Directors cease to serve on the Company’s board of directors, the Company shall not amend, repeal or otherwise modify any provision in the Company’s certificate of incorporation or bylaws (or equivalent or related governing documents) relating to the exculpation or indemnification of any officers and/or directors in any manner that would adversely affect, limit or restrict the rights of such directors and/or officers thereunder, it being the intent of the expiration parties that the Series A Directors and the Independent Director shall continue to be entitled to such exculpation and indemnification to the full extent of the current term law. For so long as any Series A Director serves on the Company’s board of its existing directors’ , the Company shall continue in effect, and take all other reasonable action necessary to maintain and provide, “directors and officers’ liability ” insurance policies (the “Expiration Date”), the Corporation shall maintain with coverage levels at least as great as those in effect the current policies of directors’ and officers’ liability insurance maintained by the Corporation (provided that the Corporation may substitute therefor policies with equally reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are no less advantageous) covering acts or omissions occurring at or prior to the Expiration Date with respect to the Director and any other persons who are currently covered by the Corporation’s directors’ and officers’ liability insurance policy. Notwithstanding the foregoing, in the event that Corporation or any of its respective successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger, (ii) transfers or conveys all or substantially all of its properties and assets to any person, (iii) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors, rights, or a petition is presented for its winding up or liquidation then or (iv) files for dissolution, and in each such case the Corporation shall immediately prior to the occurrence Closing and covering the Series A Directors and the Independent Director; provided, that Company may adjust and/or reduce such coverage levels from time to time with the prior approval of such event purchase in lieu a majority of the foregoing Series A Directors. On the date on which no Series A Director serves on the Company’s board of directors, the Company shall obtain and fully pay for a “run off” insurance a directors’ policy or policies in an aggregate amount equal to $25,000,000, providing “Side A directors and officers’ liability insurance “tail” or “runoff” insurance program coverage, inclusive of a difference-in-conditions (DIC) component, above and beyond the Company’s “directors and officers” insurance in place on such date for the Series A Directors and the Independent Director with a claims period of at least six years from such date; provided, however, that the Company shall not be required to pay a premium for such “run-off” insurance policy in excess of $300,000 (the “Premium Cap”) (it being understood and agreed that in the event such “run-off” insurance policy cannot be obtained for such amount or less, in the aggregate, (a) the Investor, in its sole discretion, may require the Company to purchase such policy, in which case the Investor shall be responsible for the amount by which the premium for such policy exceeds the Premium Cap or (b) if the Investor does not so elect, the Company shall remain obligated to provide the greatest insurance coverage as may be obtained for the Premium Cap); and, provided further, that the Company’s obligation to obtain such “run off” insurance policy shall be deemed to be discharged if the Company’s board of directors is replaced upon the closing of a change in effect until control transaction involving the end Company, and “run off” insurance coverage is obtained in connection with such transaction for the benefit of such six (6) year period with respect to wrongful acts and/or omissions committed or allegedly committed at or the Series A Directors and the Independent Director, unless the Company’s “directors and officers” insurance coverage is impaired prior to such change of control and subsequent purchase of “run off” insurance coverage, in which case the Expiration Date (such coverage Company shall have obtain and fully pay, up to the amount of the Premium Cap, for a “run off” insurance policy or policies in an aggregate coverage limit over the term of amount equal to such policy in an amount not less than the annual aggregate coverage limit under the Corporation’s existing impairment, up to $25,000,000, providing “Side A directors and officers liability officers” insurance coverage, inclusive of a difference-in-conditions (DIC) component, above and beyond the Company’s “directors and officers” insurance in place on such date for the Series A Directors and the Independent Director with a claims period of at least six years from such date. Such “run off” insurance policies shall not be obtained from the insurer then providing the Company’s general “directors and officers” insurance and shall be obtained from an insurer rated A- or higher by Xxxxx’x, Standard & Poor’s, Fitch or a comparable rating agency. Prior to obtaining such insurance policies, the retention amount provided under such policy or Company shall provide the Investor with opportunity to comment on the policies the Company intends to obtain, and the Company shall not exceed consider implementing the retention amount under the CorporationInvestor’s existing directors’ and officers’ liability policies and such coverage shall, comments in all other respects, be comparable to such existing coverage)good faith.

Directors and Officers Insurance. (a) For a period of six (6) years from following the Closing, Buyer or its successor shall, and Parent shall cause Buyer or its successor to, fulfill and honor in all respects the obligations of the Company pursuant to any indemnification provisions under applicable Law, the Articles of Association as in effect on the date of hereof or pursuant to the expiration of the current term of its existing directors’ and officers’ liability insurance policies indemnification agreements listed in Schedule 8.25 attached hereto (the “Expiration DateIndemnification Schedule”), the Corporation shall maintain in effect the current policies insofar as such indemnification, advancement of directors’ expenses and officers’ liability insurance maintained by the Corporation (provided that the Corporation may substitute therefor policies with equally reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are no less advantageous) covering exculpation for acts or omissions occurring at provisions relate to the directors and officers of the Company set forth in the Indemnification Schedule (such directors and officers being herein called the “Company Indemnitees”), regardless of whether any proceeding relating to any Company Indemnitee’s rights to indemnification or advancement of expenses or to any such acts or omissions is commenced before or after the Closing. The rights of each Company Indemnitee shall be enforceable by each such Company Indemnitee or his or her heirs, personal representatives, successors or assigns. If any claim is made against or involves any Company Indemnitee on or prior to the Expiration Date sixth (6th) anniversary of the Closing, the provisions of this Section 8.25 shall continue in effect with respect to such claim until the Director and final disposition thereof. The obligations of Parent, Buyer, the Company (following the Acquisition) or its successors under this Section 8.25 shall not be terminated, amended or otherwise modified in such a manner as to adversely affect any other persons who are currently covered by Company Indemnitee (or his or her heirs, personal representatives, successors or assigns) without the Corporation’s directors’ and officers’ liability insurance policyprior written consent of such Company Indemnitee (or his or her heirs, personal representatives, successors or assigns, as applicable). Notwithstanding the foregoing, in the event that Corporation or any obligations of its respective successors or assigns the Parent, Buyer and the Company (following the Acquisition) (i) consolidates with or merges into shall be subject to any other person limitation imposed by applicable Law and is not the continuing or surviving corporation or entity of such consolidation or merger, (ii) transfers shall not be deemed to release any Company Indemnitee who is also an officer or conveys all director of the Company from his or substantially all of its properties and assets her obligations pursuant to any person, (iii) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy this Agreement or any other relief under Related Agreement, nor shall such Company Indemnitee have any bankruptcy right of contribution, indemnification or insolvency law right of advancement from Buyer or other similar law affecting creditors, rights, its successor or a petition is presented for its winding up or liquidation then or (iv) files for dissolution, and in each such case the Corporation shall immediately prior to the occurrence of such event purchase in lieu of the foregoing insurance a directors’ and officers’ liability insurance “tail” or “runoff” insurance program to be in effect until the end of such six (6) year period Parent with respect to wrongful acts and/or omissions committed any particular amount of Loss recoverable by any of the Indemnified Parties against such Company Indemnitee in his or allegedly committed at her capacity as an Indemnifying Party pursuant to this Agreement or prior to any Related Agreement. Notwithstanding the Expiration Date (such coverage foregoing, Parent and Buyer shall have an aggregate coverage limit over no obligation to maintain the term existence of such policy in an amount not less than the annual aggregate coverage limit under Company for any specified period following the Corporation’s existing directors and officers liability policies, the retention amount provided under such policy or policies shall not exceed the retention amount under the Corporation’s existing directors’ and officers’ liability policies and such coverage shall, in all other respects, be comparable to such existing coverage)Closing.

Directors and Officers Insurance. For (a)From and after the Effective Time, Central Valley Community Bank shall indemnify and hold harmless, to the fullest extent permitted under applicable law (and shall also advance expenses as incurred to the fullest extent permitted under applicable law and the Folsom Lake Bank Articles and the Folsom Lake Bank Bylaws), each present and former director and officer of Folsom Lake Bank (in each case, when acting in such capacity), determined as of the Effective Time (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ 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, arising out of matters existing or occurring at or prior to the Effective Time, including the transactions contemplated by this Agreement; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Indemnified Party is not entitled to indemnification by Central Valley Community Bank. (b)Any Indemnified Party wishing to claim indemnification under Section 5.16(a), upon learning of any claim, action, suit, proceeding or investigation described above, will promptly notify CVCY and Central Valley Community Bank; provided that failure to so notify will not affect the obligations of Central Valley Community Bank under Section 5.16(a) unless and to the extent that Central Valley Community Bank is actually and materially prejudiced as a consequence. (c)The rights of each Indemnified Party under this Section 5.16 shall be in addition to any rights such individual may have under the Folsom Lake Bank Articles and the Folsom Lake Bank Bylaws or any other applicable laws or under any agreement of any Indemnified Party with Folsom Lake Bank. If Central Valley Community Bank or any of its successors or assigns consolidates with or merges into any other entity and is not the continuing or surviving entity of such consolidation or merger or transfers all or substantially all of its assets to any other entity, then and in each case, Central Valley Community Bank will cause proper provision to be made so that the successors and assigns of Central Valley Community Bank will assume the obligations of Central Valley Community Bank set forth in this Section 5.16. (d)CVCY shall (and Folsom Lake Bank shall cooperate prior to the Effective Time in these efforts) maintain in effect for a period of six (6) years from after the date of the expiration of the current term of its Effective Time Folsom Lake Bank’s existing directors’ and officers’ liability insurance policies (the “Expiration Date”), the Corporation shall maintain in effect the current policies of directors’ and officers’ liability insurance maintained by the Corporation policy (provided that the Corporation CVCY may substitute therefor (i) policies with equally reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are substantially no less advantageousadvantageous or (ii) covering acts or omissions occurring at or with the consent of Folsom Lake Bank given prior to the Expiration Date Effective Time, any other policy) with respect to claims arising from facts or events which occurred prior to the Director Effective Time and any other covering persons who are currently covered by such insurance; provided that CVCY shall not be obligated to make aggregate annual premium payments for such six (6)-year period in respect of such policy (or coverage replacing such policy) which exceed, for the Corporationportion related to Folsom Lake Bank’s directors and officers, 250% of the annual premium payments on Folsom Lake Bank’s current policy in effect as of the date of this Agreement (the “Maximum Amount”). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, CVCY shall maintain the most advantageous policies of directors’ and officers’ liability insurance policyobtainable for a premium equal to the Maximum Amount. Notwithstanding In lieu of the foregoing, CVCY, or Folsom Lake Bank with the prior written consent of CVCY (not to be unreasonably withheld) (in the event that Corporation or any of its respective successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger, (ii) transfers or conveys all or substantially all of its properties and assets to any person, (iii) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors, rights, or a petition is presented for its winding up or liquidation then or (iv) files for dissolution, and in each such case the Corporation shall immediately prior to the occurrence of such event purchase in lieu of the foregoing insurance a directors’ and officers’ liability insurance “tail” or “runoff” insurance program Folsom Lake Bank, with an aggregate cost not to be in effect until the end of such six (6) year period with respect to wrongful acts and/or omissions committed or allegedly committed at exceed $100,000), may obtain on or prior to the Expiration Effective Time, a six (6)-year “tail” prepaid policy providing equivalent coverage to that described in this Section 5.16(d). (e)The provisions of this Section 5.16 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party as if he or she was a party to this Agreement. 5.17Termination of Participation in 401(k) Plan. Folsom Lake Bank shall terminate Folsom Lake Bank’s participation in the Folsom Lake Bank 401(k) Profit Sharing Plan (the “401(k) Plan”) prior to the Closing Date. Such actions shall include, but shall not be limited to, the adoption by Folsom Lake Bank Board prior to the Closing of a resolution in a form and substance satisfactory to CVCY pursuant to which: (a)Participation in the 401(k) Plan is terminated effective as of the date immediately preceding the Closing Date. (b)No person is permitted to become a participant in the 401(k) Plan on or after the Closing Date. (c)No contributions are made to the 401(k) Plan with respect to service or compensation after the Closing Date. 5.18Rule 16b-3. CVCY shall take all such steps as may be required to cause the transactions contemplated by Article I and any other or acquisitions of equity securities of CVCY in connection with this Agreement by each individual who at the Effective Time is or will become a director or officer of CVCY subject to Section 16 of the Exchange Act to be exempt under Rule 16b-3 promulgated under the Exchange Act. A-30 Table of Contents 5.19Assumed Options. CVCY agrees to file with the SEC on the Closing Date (such coverage or by no later than thirty (30) days after the Closing Date if permitted by applicable laws), a registration statement on Form S-8 (or any successor form) relating to the CVCY Common Stock issuable with respect to the Assumed Options and shall have an aggregate coverage limit over use commercially reasonable efforts to maintain the term effectiveness of such policy in an amount not less than registration statement thereafter for so long as any of the annual aggregate coverage limit under Assumed Options remain outstanding. ARTICLE VI CONDITIONS TO CONSUMMATION OF THE TRANSACTION 6.1Conditions to Each Party’s Obligation to Effect the Corporation’s existing directors and officers liability policiesTransactions Contemplated Hereby. The respective obligation of each of the parties hereto to consummate the transactions contemplated hereby (the “Closing”) is subject to the fulfillment or, to the retention amount provided under such policy or policies shall not exceed extent permitted by applicable law, written waiver by the retention amount under parties hereto prior to the Corporation’s existing directors’ and officers’ liability policies and such coverage shallClosing Date, in all other respects, be comparable to such existing coverageof each of the following conditions: (a).