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 (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).

Directors and Officers Insurance. For (a) Provided that the Company obtains a directors' and officers' runoff liability insurance polic(ies) with insurance carrier(s) reasonably acceptable to Buyer and with a premium(s) not in excess of $75,000, with aggregate coverage limits of at least $25 million and which provide coverage for claims for a period of six (6) years from and after the Effective Time (collectively, the "Runoff Policy"), then for a period of six years from and after the Effective Time, Buyer will fulfill and honor in all respects the obligations of the Company pursuant to any indemnification provision under the Company Charter or the Company's bylaws as each is in effect on the date hereof (the persons to be indemnified pursuant to the provisions referred to in this Section 4.12(a) shall be referred to as, collectively, the "Company Indemnified Parties"). The provisions with respect to indemnification and exculpation from liability set forth in the Company Charter and the Company's bylaws on the date of this Agreement shall not be amended, repealed or otherwise modified for a period of six years after the expiration Effective Time in any manner that would adversely affect the rights thereunder of any Company Indemnified Party, except as may be required to conform with changes in applicable law and any changes which do not affect the current term application 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 such provisions to acts or omissions occurring at or of such individuals prior to the Expiration Date with respect Effective Time, and except to the Director extent the Buyer expressly assumes the provisions relating to indemnification. (b) For six years after the Effective Time, Buyer shall use its Reasonable Best Efforts to take any such actions, other than the payment of additional premiums, as may be necessary in order to maintain in full force and any other persons who are currently covered effect the Runoff Policy. (c) This Section 4.12 shall survive the consummation of the Merger and the Effective Time, is intended to benefit and may be enforced by the Corporation’s directors’ Company, Buyer, the Surviving Corporation 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 dissolutionCompany Indemnified Parties, and in each such case shall be binding on all successors and assigns of Buyer 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) Notwithstanding Section 1.4, Parent and the Surviving Corporation shall not, for six (6) years from after the date Effective Time, amend, repeal or otherwise modify the Surviving Corporation Certificate of Incorporation or Surviving Corporation Bylaws of the expiration Surviving Corporation in any manner that would affect adversely the rights thereunder or under the Company Certificate of Incorporation or Company Bylaws of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by Law. Parent shall, and shall cause the Surviving Corporation to, fulfill and honor any indemnification or exculpation agreements between the Company and any of its directors, officers or employees existing immediately prior to the Effective Time that are set forth on Schedule 5.6(a) of the current term Company Disclosure Schedule. (b) Immediately prior to the Effective Time, Parent and the Surviving Corporation will cause to be put in place, and Parent shall fully prepay the premiums of its existing directors’ a “tail” insurance policy or policies providing insurance coverage in an amount 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 scope at least as favorable as the same coverage Company’s existing director and amounts containing terms and conditions which are no less advantageousofficer liability policies disclosed on Schedule 5.6(b) covering of the Company Disclosure Schedule for matters, acts or omissions existing or occurring at or prior to the Expiration Date Effective Time, with respect a claims period of at least six years from the Effective Time, and from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier providing such insurance; provided, however, that in no event shall Parent be required to spend more than 300% (the “Cap Amount”) of the last annual premium paid by the Company prior to the Director and any other persons who are currently covered by date hereof (the Corporation’s directors’ and officers’ liability amount of such premium being set forth in Schedule 5.6(b) of the Company Disclosure Schedule) for the six years of coverage under such tail policy; provided further that if the cost of such insurance policy. Notwithstanding exceeds the foregoingCap Amount, in Parent shall purchase as much coverage as is reasonably obtainable for the Cap Amount. (c) 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 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 creditorsthen, rights, or a petition is presented for its winding up or liquidation then or (iv) files for dissolution, and in each such case, proper provisions shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the Corporation obligations set forth in this Section 5.6. (d) The provisions of this Section 5.6 are intended to be for the benefit of, and shall immediately be enforceable by, the parties hereto and each Person entitled to indemnification or insurance coverage or expense advancement pursuant to this Section 5.6, and such Person’s heirs and representatives. (e) For the purposes of this Agreement, “Indemnified Person” shall mean each Person who is now, or has been at any time prior to the occurrence date of such event purchase in lieu of the foregoing insurance a directors’ and officers’ liability insurance “tail” this Agreement 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 who becomes prior to the Expiration Date (such coverage shall have an aggregate coverage limit over Effective Time, a director or officer of the term Company or any of such policy in an amount not less than its Subsidiaries or who acts as a fiduciary under any Employee Benefit Plan of the annual aggregate coverage limit under the Corporation’s existing directors and officers liability policies, the retention amount provided under such policy Company 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)any of its Subsidiaries.

Directors and Officers Insurance. For (a) The Certificate of Incorporation and the Bylaws of the Surviving Corporation shall contain the provisions with respect to indemnification and exculpation from liability set forth in the Company Certificate and Company Bylaws as in effect on the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the date Company Merger Effective Time in any manner that would adversely affect the rights thereunder of individuals who on or prior to the Company Merger Effective Time were directors or officers of the expiration Company, unless such modification is required by Law. (b) For a period of six (6) years from the Company Merger Effective Time, the Surviving Corporation shall either (i) maintain in effect the Company’s current term of its existing directors’ and officers’ liability insurance policies (coverage level covering those Persons who are currently covered on the “Expiration Date”), date of this Agreement by the Corporation shall maintain in effect the current policies of Company’s directors’ and officers’ liability insurance maintained policy (a copy of which has been heretofore delivered to Acquiror) (the “Indemnified Parties”); provided, however, that in no event shall the cost of such insurance coverage in any one year exceed an amount equal to one hundred and fifty percent (150%) of the cost currently paid by the Company for such insurance, which the Company represents and warrants to be $32,808 for the twelve (12) month period ending on June 1, 2006; provided, further, however, that if the cost 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; (provided that ii) the Surviving Corporation may substitute therefor for such Company policies other 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 , and provided that said substitution does not result in any gaps or omissions lapses in coverage with respect to matters occurring at or prior to the Expiration Date Company Merger Effective Time; or (iii) cause the Acquiror’s, directors’ and officers’ liability insurance then in effect to cover the Indemnified Parties with respect to the Director and any other persons who are currently those matters covered by the CorporationCompany’s directors’ and officers’ liability insurance policy. Notwithstanding The Company shall cooperate with and assist the foregoingSurviving Corporation in purchasing such policy, in including without limitation, by obtaining pricing quotes from the Company’s current insurance carrier. (c) Any Indemnified Party wishing to claim indemnification under paragraph (a) of this Section 8.3, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify the Surviving Corporation thereof. In the event that Corporation of any such claim, action, PALOALTO 66463 v1 (2K) -60- suit, proceeding or any of its respective successors investigation (whether arising before or assigns after the Company Merger Effective Time), (i) consolidates the Surviving Corporation shall have the right, from and after the Company Merger Effective Time, to assume the defense thereof (with counsel engaged by the Surviving Corporation to be reasonably acceptable to the relevant Indemnified Party), and the Surviving Corporation shall not be liable to such Indemnified Party for any legal expenses of other counsel or merges into any other person and is not expenses subsequently incurred by such Indemnified Party in connection with the continuing or surviving corporation or entity of such consolidation or mergerdefense thereof, (ii) transfers or conveys all or substantially all such Indemnified Party shall cooperate in the defense of its properties any such matter and assets to any person, (iii) institutes or has instituted against it the Surviving Corporation shall not be liable for any settlement effected without its prior written consent; provided, however, that the Surviving Corporation shall not have any obligation hereunder to any Indemnified Party when and if a proceeding seeking a judgment court 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 dissolutioncompetent jurisdiction shall ultimately determine, and in each such case determination shall have become final, that the Corporation shall immediately prior to the occurrence indemnification of such event purchase Indemnified Party 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)manner contemplated hereby is prohibited by applicable Law.

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. (a) For a period of six years after the Effective Time, the Surviving Corporation (6or any successor to the Surviving Corporation) years from shall indemnify, defend and hold harmless the date present and former officers and directors of the expiration Company and its Subsidiaries, and persons who become any of the current term foregoing prior to the Effective Time, against all losses, claims, damages, liabilities, costs, fees and expenses (including reasonable fees and disbursements of its existing directors’ counsel and officers’ liability insurance policies (the “Expiration Date”)judgments, the Corporation shall maintain fines, losses, claims, liabilities and amounts paid in effect the current policies of directors’ and officers’ liability insurance maintained by the Corporation settlement (provided that any such settlement is effected with the Corporation may substitute therefor policies with equally reputable and financially sound carriers written consent of at least Parent or the same coverage and amounts containing terms and conditions Surviving Corporation, which are no less advantageousconsent shall not unreasonably be withheld)) covering acts arising out of actions or omissions occurring at or prior to the Expiration Date with respect Effective Time to the Director full extent permissible under applicable provisions of the DGCL and the terms of the Company’s articles of organization or by-laws; provided, however, that in the event any other persons who claim or claims are currently covered by asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. (b) Parent or the CorporationSurviving Corporation shall maintain the Company’s directorsexisting officers’ and officersdirectors’ liability insurance policy(“D&O Insurance”) for a period of not less than six years after the Effective Time; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided, further, that if the existing D&O Insurance expires or is terminated or cancelled during such period, then Parent or the Surviving Corporation shall use its reasonable best efforts to obtain substantially similar D&O Insurance; provided, further, however, that in no event shall Parent be required to pay annual premiums for insurance under this Section 5.14 in excess of $290,000; and provided, further, that if Parent or the Surviving Corporation is unable to obtain the amount of insurance required by this Section 5.14 for such aggregate premium, Parent or the Surviving Corporation shall obtain as much insurance (up to the amount of insurance required by this Section 5.14) as can be obtained for an annual premium not in excess of $290,000 plus any amounts paid to Parent or the Surviving Corporation for the purpose of obtaining such insurance by such former directors and officers after the date hereof. Notwithstanding In lieu of the foregoing, in the event that 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 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 may obtain 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” policy of substantially equivalent coverage and amounts containing terms no less favorable to such former directors 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 officers covering events occurring at or prior to the Expiration Date (such coverage shall have an aggregate coverage limit over Effective Time for a period of not more than six years after the term of such policy in an amount Effective Time at a cost 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 to 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)$290,000.

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 (a) Following the Effective Time of the Merger, the Certificate of Incorporation and Bylaws of Surviving Corporation shall contain the provisions with respect to indemnification set forth in the Certificate of Incorporation and Bylaws of Merger Sub (as in effect as of the date hereof), which provisions shall not be amended, modified or otherwise repealed for a period of six (6) years from the date Effective Time of the expiration Merger in any manner that would adversely affect the rights thereunder as of the Effective Time of the Merger of any individual who at the Effective Time of the Merger is covered by such provisions unless such modification is required after the Effective Time of the Merger by law and then only to the minimum extent required by such law. (b) Prior to the Effective Time of the Merger, Company shall obtain and fund an extension of (i) Company’s and Company Sub’s existing directors’ and officers’ insurance policies, and (ii) the Company’s and Company Sub’s existing fiduciary liability insurance policies, in each case for a claims reporting or discovery period of at least six years from and after the Effective Time of the Merger from an insurance carrier with the same or better credit rating as the Company’s and Company Sub’s current term of its existing insurance carrier with respect to directors’ and officers’ liability insurance policies (the “Expiration Date”), the Corporation shall maintain in effect the current policies of directors’ and officers’ fiduciary liability insurance maintained by (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are at least as favorable as the Corporation (provided that the Corporation may substitute therefor Company’s and Company Sub’s existing policies with equally reputable and financially sound carriers respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of at least duty or any matter claimed against a director or officer of the same coverage and amounts containing terms and conditions which are no less advantageous) covering acts Company or omissions occurring any of its Subsidiaries by reason of him or her serving in such capacity that existed or occurred at or prior to the Expiration Date Effective Time of the Merger (including in connection with respect the Restructuring and Spin Off and this Agreement or the transactions or actions contemplated hereby). (c) The rights of each current officer and director of Company and Company Sub under this Section 6.11 shall be in addition to any rights such individual may have under the Director Amended and any Restated Certificate of Incorporation and Bylaws (or other persons who are currently covered by the Corporation’s directors’ and officers’ liability insurance policy. Notwithstanding the foregoing, in the event that Corporation governing documents) of Company or any of its respective successors or assigns (i) consolidates with or merges into any other person and is not Subsidiaries, under 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 DGCL 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 dissolutionapplicable Laws. These rights shall survive consummation of the Merger and are intended to benefit, and in shall be enforceable by, each such case current officer and director of Company and Company Sub. Company’s obligation under this Section 6.11 shall be subject to its indemnification rights as provided in 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)Separation Agreement.

Directors and Officers Insurance. For (a) The certificate of incorporation and the by-laws of the Surviving Corporation shall contain the provisions with respect to indemnification and exculpation from liability set forth in the Company's certificate of incorporation and by-laws on the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the date 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, employees or agents of the expiration Company, unless such modification is required by law. (b) For a period of six years from the current term of its existing directors’ and officers’ liability insurance policies (the “Expiration Date”)Effective Time, the Surviving Corporation shall either (x) maintain in effect the Company's current policies of directors’ ' and officers’ ' liability insurance maintained covering those Persons who are currently covered on the date of this Agreement by the Company's directors' and officers' liability insurance policy (a copy of which has been heretofore delivered to Parent) (the "Indemnified Parties"); provided, however, that in no event shall Parent 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; 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; provided further that the Surviving Corporation may substitute therefor for such the Company 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 advantageous and provided that said substitution does not result in any gaps or omissions lapses in coverage with respect to matters occurring at or prior to the Expiration Date Effective Time or (y) if such insurance coverage is not otherwise available, cause Parent's directors' and officers' liability insurance then in effect to cover those Persons who are covered on the date of this Agreement by the Company's directors' and officers' liability insurance policy with respect to the Director and any other persons who are currently those matters covered by the Corporation’s Company's directors’ ' and officers’ ' liability insurance policy. (c) The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, employees or agents of the Company or any of its Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees of the Company or any of its Subsidiaries, occurring prior to the Effective Time including, without limitation, the transactions contemplated by this Agreement. Notwithstanding Without limitation of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including without limitation, the transactions contemplated by this Agreement, occurring prior to, and including, the Effective Time, the Surviving Corporation, from and after the Effective Time, shall pay, as incurred, such Indemnified Party's reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. Subject to Section 6.10(d) below, the Surviving Corporation shall pay all reasonable expenses, including attorneys' fees, that Corporation may be incurred by any Indemnified Party in enforcing this Section 6.10 or any action involving an Indemnified Party resulting from the transactions contemplated by this Agreement. (d) Any Indemnified Party wishing to claim indemnification under paragraph (a) or (c) of its respective successors this Section 6.10, upon learning of any such claim, action, suit, proceeding or assigns investigation, shall promptly notify the Surviving Corporation thereof. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) consolidates the Surviving Corporation shall have the right, from and after the Effective Time, to assume the defense thereof (with counsel engaged by the Surviving Corporation to be reasonably acceptable to the relevant Indemnified Party) and the Surviving Corporation shall not be liable to such Indemnified Party for any legal expenses of other counsel or merges into any other person and is not expenses subsequently incurred by such Indemnified Party in connection with the continuing or surviving corporation or entity of such consolidation or mergerdefense thereof, (ii) transfers or conveys all or substantially all such Indemnified Party will cooperate in the defense of its properties any such matter and assets to any person, (iii) institutes or has instituted against it the Surviving Corporation shall not be liable for any settlement effected without its prior written consent; provided that the Surviving Corporation shall not have any obligation hereunder to any Indemnified Party when and if a proceeding seeking a judgment court 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 dissolutioncompetent jurisdiction shall ultimately determine, and in each such case determination shall have become final, that the Corporation shall immediately prior to the occurrence indemnification of such event purchase Indemnified Party 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)manner contemplated hereby is prohibited by applicable law.

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 (a) The certificate of incorporation and the by-laws of the Surviving Corporation shall contain the provisions with respect to indemnification and exculpation from liability set forth in the Company's Certificate of Incorporation and By-Laws on the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the date 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, employees or agents of the expiration of the current term of its existing directors’ and officers’ liability insurance policies Company (the “Expiration Date”"INDEMNIFIED Parties"), unless such modification is required by law. (b) For a period of six years from the Effective Time, the Surviving Corporation shall either (x) maintain in effect the Company's current policies of directors’ ' and officers’ ' liability insurance maintained covering the Indemnified Parties; PROVIDED, HOWEVER, that in no event shall Parent be required to expend in any one year an amount in excess of 125% of the annual premiums currently paid by the Company for such insurance which the Company represents to be $694,000 for the twelve month period ending on December 31, 1999; PROVIDED FURTHER that if the annual premiums of such insurance coverage exceed such amount, the Surviving Corporation (c) The Surviving Corporation (provided that shall indemnify all Indemnified Parties to the Corporation may substitute therefor policies fullest extent permitted by applicable law with equally reputable respect to all acts and financially sound carriers omissions arising out of at least such individuals' services as officers, directors, employees or agents of the same coverage and amounts containing terms and conditions which are no less advantageous) covering acts Company or omissions any of its Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees of the Company or any of its Subsidiaries occurring at or prior to the Expiration Date with respect to Effective Time including, without limitation, the Director and any other persons who are currently covered transactions contemplated by the Corporation’s directors’ and officers’ liability insurance policythis Agreement. Notwithstanding Without limitation of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including without limitation, the transactions contemplated by this Agreement, occurring prior to, and including, the Effective Time, the Surviving Corporation, from and after the Effective Time, shall pay, as incurred, such Indemnified Party's reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. Subject to Section 6.11(d) below, the Surviving Corporation shall pay all reasonable expenses, including attorneys' fees, that may be incurred by any Indemnified Party in enforcing this Section 6.11 or any action involving an Indemnified Party resulting from the transactions contemplated by this Agreement. (d) Any Indemnified Party wishing to claim indemnification under paragraph (a) or (c) of this Section 6.11, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify the Surviving Corporation thereof. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Surviving Corporation shall have the right, from and after the Effective Time, to assume the defense thereof (with counsel engaged by the Surviving Corporation to be reasonably acceptable to the relevant Indemnified Party), and the Surviving Corporation shall not be liable to such Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, (ii) such Indemnified Party will cooperate in the defense of any such matter and (iii) the Surviving Corporation shall not be liable for any settlement effected without its prior written consent; PROVIDED, THAT the Surviving Corporation shall not have any obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final, that the indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. (e) In the event Parent or Sub or the Surviving Corporation or any of its respective their successors or assigns (i) consolidates with or merges into any other person Person and is shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any 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 extent necessary to effectuate the purposes of such event purchase this Section 6.11, proper provision shall be made so that the successors and assigns of Parent, Sub or the Surviving Corporation, as the case may be, assume the 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 6.11. -42- 48

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 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 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 directors’ and officers’ liability insurance; and provided further, however, that in such event, the obligations of the Parent and Surviving Corporation hereunder shall terminate. (b) Parent and the Surviving Corporation shall, until the sixth (6th) anniversary of the Effective Time, jointly and severally, indemnify and hold harmless each person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director or officer of the Company or the Company Subsidiary (the “Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under the DGCL for officers and directors of Delaware corporations. Each Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit, proceeding or investigation from each of Parent and the Surviving Corporation within ten (10) business days of receipt by Parent or the Surviving Corporation from the Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking, to the extent required by the DGCL, to repay such advances if it is ultimately determined that such person is not entitled to indemnification. (c) The Certificate of Incorporation and Bylaws of the Surviving Corporation shall contain, and Parent shall cause the Certificate of Incorporation and Bylaws of the Surviving Corporation to so contain, provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers of the Company and its Subsidiaries than are presently set forth in the Certificate of Incorporation and Bylaws of the Company. (d) From and after the Effective Time, Parent shall cause the Surviving Corporation to fulfill and honor in all other respectsrespects the obligations of the Company pursuant to any indemnification agreements between the Company and the Indemnified Parties. Parent shall pay all expenses, including reasonable attorneys’ fees, that may be comparable incurred by the persons referred to such existing coverage)in this Section 5.11 in connection with their enforcement of their rights provided in this Section 5.11. (e) The provisions of this Section 5.11 are intended to be in addition to the rights otherwise available to the current officers and directors of the Company by Law, charter, bylaw or agreement, and shall operate for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives.

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. For (a) The Buyer shall use its reasonable best efforts to maintain in effect for six (6) years from the date of the expiration of Effective Time, if available, 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 policy maintained by the Corporation Seller (provided that the Corporation Buyer 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 not materially less advantageousfavorable) covering acts or omissions with respect to matters occurring at or prior to the Expiration Date Effective Time; provided, however, that in no event shall the Buyer be required to expend pursuant to this Section 7.07(a) more than the amount equal to 150% of the current annual amount expended by the Seller to maintain or procure insurance coverage pursuant hereto. In connection with the foregoing, the Seller agrees to provide such insurer or substitute insurer with such representations as such insurer may request with respect to the Director reporting of any prior claims. (b) The Buyer agrees to indemnify current and any other persons who former directors or officers of the Seller to the same extent that such directors or officers are currently covered by entitled to indemnification as of the Corporation’s directors’ and officers’ liability insurance policy. Notwithstanding date of this Agreement under the foregoingSeller's Corporate Charter and/or By-laws to the full extent permitted under applicable law for a period of six years from the Effective Time, provided that in the event that Corporation any claim is asserted or made by such current or former director or officer within such six year period, the right to indemnification in respect of such claim shall continue until the disposition of such claim. The provisions of this Section 7.07 are specifically for the benefit of those present and former directors and officers entitled to indemnification as of the date of this Agreement under the Seller's By-Laws. (c) In the event that the Buyer or any of its respective successors or assigns (i) consolidates with or merges into any other person and is shall not be the continuing or surviving corporation bank or entity of such consolidation or merger, merger or (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 dissolutionthen, and in each such case case, proper provision shall be made so that the Corporation shall immediately prior to 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 to be Buyer shall assume 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 7.07.

Directors and Officers Insurance. For six (6a) The Buyer shall use its reasonable best efforts to maintain in effect for three years from the date of the expiration of Effective Time, if available, 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 policy maintained by the Corporation Seller (provided that the Corporation Buyer 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 not materially less advantageousfavorable) covering acts or omissions with respect to matters occurring at or prior to the Expiration Date Effective Time; provided, however, that in no event shall the Buyer be required to expend pursuant to this Section 6.09(a) more than the amount equal to 150% of the current annual amount expended by the Seller to maintain or procure insurance coverage pursuant hereto. In connection with the foregoing, the Seller agrees to provide such insurer or substitute insurer with such representations as such insurer may request with respect to the Director reporting of any prior claims. (b) The Buyer agrees to indemnify current and any other persons who former directors or officers of the Seller to the same extent that such directors or officers are currently covered by entitled to indemnification as of the Corporation’s directors’ and officers’ liability insurance policy. Notwithstanding date of this Agreement under the foregoingSeller's Articles of Organization and/or By-laws to the full extent permitted under applicable law for a period of six years from the Effective Time, provided that in the event that Corporation any claim is asserted or made by such current or former director or officer within such six year period, the right to indemnification in respect of such claim shall continue until the disposition of such claim. The provisions of this Section 6.09 are specifically for the benefit of those present and former directors and officers entitled to indemnification as of the date of this Agreement under the Seller's By-Laws. (c) In the event that the Buyer or any of its respective successors or assigns (i) consolidates with or merges into any other person and is shall not be the continuing or surviving corporation bank or entity of such consolidation or merger, merger or (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 dissolutionthen, and in each such case case, proper provision shall be made so that the Corporation shall immediately prior to 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 to be Buyer shall assume 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 6.09.

Directors and Officers Insurance. For six From and after the Effective Time, Central Valley Community Bank shall indemnify and hold harmless, to the fullest extent permitted under applicable law (6) years from and shall also advance expenses as incurred to the date 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 expiration of the current term of its existing directors’ and officers’ liability insurance policies Effective Time (collectively, the “Expiration DateIndemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), the Corporation shall maintain judgments, fines, losses, claims, damages or liabilities incurred in effect the current policies connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out 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 matters existing or omissions occurring at or prior to the Expiration Date with respect 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 Director 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 persons who are currently covered by the Corporation’s directors’ and officers’ liability insurance policyapplicable laws or under any agreement of any Indemnified Party with Folsom Lake Bank. Notwithstanding the foregoing, in the event that Corporation If Central Valley Community Bank or any of its respective successors or assigns (i) consolidates with or merges into any other person entity and is not the continuing or surviving corporation or entity of such consolidation or merger, (ii) merger or transfers or conveys all or substantially all of its properties and assets to any personother entity, (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 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 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 5.16.

Directors and Officers Insurance. For six (6a) Prior to the Closing, the Company shall purchase a fully prepaid “tail” or “run-off” insurance policy which (i) has an effective term of seven years from the date Closing Date, (ii) covers the current and former directors and officers of the expiration of Company and its Subsidiaries during the current term of its existing directors’ and officers’ liability insurance policies (seven year period immediately following 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 Closing Date 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 matters occurring at or prior to the Expiration Closing Date and (iii) contains coverage terms comparable to those applicable to the current directors and officers of the Company (the “Tail Policy”). Buyer and the Company shall maintain such Tail Policy in full force and effect for the term of such policy. For avoidance of doubt, the cost of such Tail Policy shall be considered a Transaction Expense. (b) Buyer shall, and shall cause the Company, its Subsidiaries and any successor and assigns, to the maximum extent permitted by Law, to fulfill and honor in all material respects all of their obligations, if any, pursuant to indemnification, insurance, expense advancement, limitation on liability and exculpation provisions under their respective charter documents and under applicable Law as in effect as of the date hereof, to the extent relating to claims arising from or related to facts or events that occurred at or before the Closing Date including with respect to matters, acts, or omissions occurring in connection with the Director approval of or entering into this Agreement and any other persons who are currently covered by the Corporation’s directors’ Related Agreements, or the consummation of the transactions contemplated hereunder and officers’ liability insurance policythereunder. Notwithstanding Without limiting the foregoing, in from and after the event that Corporation Closing Date until seven years from the Closing Date, Buyer shall, and shall cause the Company, its Subsidiaries and any successor and assigns, to the maximum extent permitted by Law, to maintain the charter documents of such entities to contain provisions no less favorable to current and former directors and officers of the Company and its Subsidiaries with respect to indemnification, insurance, expense advancement, exculpation and limitation of liabilities of directors and officers, insurance and indemnification than are set forth as of the date of this Agreement, and all indemnification agreements Made Available between the Company or any of its Subsidiaries and any of their respective successors current or assigns (i) consolidates with former directors and officers and any person who becomes a director or merges into officer of the Company or 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 Subsidiaries prior to the occurrence Closing which provisions shall not be amended, repealed, or otherwise modified in a manner that would adversely affect the rights thereunder of such event purchase in lieu any current and former directors and officers of the Company and its Subsidiaries with respect to exculpation and limitation of liabilities or insurance and indemnification, all of the foregoing insurance a directors’ and officers’ liability insurance “tail” or “runoff” insurance program subject 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)applicable Law.

Directors and Officers Insurance. For (a) The Charter and the Bylaws of the Surviving Corporation shall contain the provisions with respect to indemnification and exculpation from liability set forth in the Company's Charter and Bylaws as in effect on the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who on or prior to the Effective Time were directors or officers of the Company, unless such modification is required by law. (b) Parent and Sub agree that all rights to indemnification existing in favor of, and all exculpations and limitations of the personal liability of, the directors and officers of the Company and its Subsidiaries provided for in the Company's Charter or the Company's Bylaws, as well as indemnification agreements set forth in Schedule 6.9(b) of the Company Disclosure Letter (the "INDEMNIFICATION AGREEMENTS"), as in effect as of the date hereof with respect to matters occurring at or prior to the Effective Time, including the Merger, shall continue in full force and effect in accordance with their terms until the earlier of (i) the termination of the rights to indemnification under the Indemnification Agreements or (ii) six (6) years from the date Effective Time. (c) For a period of six (6) years from the expiration of the current term of its existing directors’ and officers’ liability insurance policies (the “Expiration Date”)Effective Time, the Surviving Corporation shall either (i) maintain in effect the Company's current policies of directors’ ' and officers’ ' liability insurance maintained (on its current terms) covering those Persons who are currently covered on the date of this Agreement by the Company's directors' and officers' liability insurance policy (a copy of which has been heretofore delivered to Parent)(the "INDEMNIFIED PARTIES"); PROVIDED, HOWEVER, that in no event shall Parent be required to expend in any one year an amount in excess of one hundred and twenty percent (120%) of the annual premiums currently paid by the Company for such insurance which the Company represents to be $383,049 for the twelve month period ending on July 5, 2003; provided, further, that if the annual premiums of such insurance coverage exceed such amount, the Surviving Corporation (provided shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount; and provided, further, that the Surviving Corporation may substitute therefor for such Company policies other 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 , and provided that said substitution does not result in any gaps or omissions lapses in coverage with respect to matters occurring at or prior to the Expiration Date Effective Time or (ii) cause the Parent's, directors' and officers' liability insurance then in effect to cover the Indemnified Parties with respect to the Director and any other persons who are currently those matters covered by the Corporation’s Company's directors’ ' and officers’ ' liability insurance policypolicy so long as the terms thereof are not materially less advantageous to the intended beneficiaries thereof than the Company's current directors' and officers' liability insurance covering the Indemnified Parties. (d) This Section 6.9 is intended for the irrevocable benefit of, and to grant third party rights to, the Indemnified Parties and shall be binding on all successors and assigns of Parent, the Company and the Surviving Corporation. Notwithstanding Each of the foregoingIndemnified Parties shall be entitled to enforce the covenants contained in this Section 6.9. (e) To the maximum extent permitted by law, all rights of indemnification for the benefit of any Indemnified Party set forth in the event that Corporation or any of its respective successors or assigns (i) consolidates with or merges into any other person Company's Bylaws 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 Indemnification Agreements 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 mandatory rather 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)permissive.

Directors and Officers Insurance. (a) For a period of six (6) years from and after the Closing Date, Acquiror and the Surviving Corporation agree to indemnify (including advancement of expenses) and hold harmless all past and present officers and directors of the Company to the same extent such persons are indemnified by the Company as of the date of this Agreement pursuant to the expiration Company’s organizational documents, any applicable employment agreements or indemnification agreements or under applicable Legal Requirements for acts or omissions which occurred at or prior to the Effective Time. The Surviving Corporation’s certificate of incorporation and bylaws shall contain provisions with respect to indemnification and exculpation that are at least as favorable to the past and present officers and directors of the current term Company as those provisions contained in the Company Certificate of its existing directors’ Incorporation and officers’ liability insurance policies Company bylaws in effect on the date hereof, and such provisions shall not be amended, repealed or otherwise modified for a period of six (6) years in any manner that would adversely affect the “Expiration rights of the past and present officers and directors of the Company. (b) As of the Closing Date”), the Company shall have obtained and prepaid in full, and Acquiror or the Surviving Corporation shall maintain in effect for a period of six (6) years from and after the current policies of directorsEffective Time, an officers’ and officersdirectors’ liability insurance maintained by the Corporation (provided that the Corporation may substitute therefor policies policy 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 respect to acts or omissions occurring at or prior to the Expiration Date with respect to Effective Time covering each past and present officer and member of the Director and any other persons Board of Directors of the Company who are is currently covered by the CorporationCompany’s directorsofficers’ and officersdirectors’ liability insurance policy. Notwithstanding The cost of obtaining such insurance policy shall be included as a Transaction Expense. (c) If Acquiror, the foregoing, in the event that Surviving Corporation or any of its respective successors or assigns (i) consolidates with or merges into any other 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 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 dissolutionthen, and in each such case the Corporation shall immediately prior case, to the occurrence extent necessary, proper provision shall be made so that the successors and assigns of such event purchase Acquiror or the Surviving Corporation, as the case may be, shall assume the obligations set forth in lieu this Section 5.9. (d) The provisions of this Section 5.9 are intended for the benefit of, and shall be enforceable by, all past and present officers and directors of the foregoing insurance a directors’ Company and officers’ liability insurance “tail” his or “runoff” insurance program her heirs and representatives. The rights of all past and present officers and directors of the Company under this Section 5.9 are in addition to, and not in substitution for, any other rights to be in effect until the end of indemnification or contribution that any such six (6) year period with respect to wrongful acts and/or omissions committed person may have by contract, applicable Legal Requirements 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)otherwise.

Directors and Officers Insurance. For (a) Purchaser shall cause to be maintained in effect for not less than 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 Closing Date the current policies of the directors’ ' and officers’ ' liability insurance maintained by the Corporation Company (provided that the Corporation Purchaser may substitute therefor therefore 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 with respect to matters occurring on or prior to the Closing Date; provided, that in no event shall Purchaser or the Company be required to expend annually more than 150% of the amount that the Company spent for these purposes in the last fiscal year to maintain or procure insurance coverage pursuant hereto. (b) From and after the Closing Date, Purchaser shall cause the Company to indemnify and hold harmless each person who is now, at any time has been or who becomes prior to the Closing Date a director or officer of Company or any of its Subsidiaries, and their heirs and personal representatives (the “Indemnified Parties”), against any and all expenses incurred in connection with any claim, suit, investigation or proceeding arising out of or pertaining to any action or omission occurring on or prior to the Closing Date (including, without limitation, any claim, suit, investigation or proceeding which arises out of or relates to the transactions contemplated by this Agreement), and shall promptly pay to each Indemnified Party expenses incurred by each Indemnified Party in connection with and in advance of the final disposition of any such claim, suit, investigation or proceeding, in each case, to the full extent permitted by law. (c) The certificate of incorporation and by-laws of the Company shall contain the provisions with respect to indemnification set forth in the certificate of incorporation and by-laws of Company as of the Closing, which provisions shall not be amended, repealed or otherwise modified after the Closing in any manner that would adversely affect the rights thereunder of the Indemnified Parties in respect of actions or omissions occurring at or prior to the Expiration Date with respect Closing (including, without limitation, the transactions contemplated by this Agreement). (d) The provisions of this Section 4.7 are intended to be for 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 dissolutionbenefit of, and in shall be enforceable by, each such case the Corporation shall immediately prior to the occurrence of such event purchase in lieu of the foregoing insurance a directors’ Indemnified Parties, his or her heirs and officers’ liability insurance “tail” his 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)her personal representatives.

Directors and Officers Insurance. For (a) The Charter and the Bylaws of the Surviving Corporation shall contain the provisions with respect to indemnification and exculpation from liability set forth in the Company's Charter and Bylaws as in effect on the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who on or prior to the Effective Time were directors or officers of the Company, unless such modification is required by law. (b) Parent and Sub agree that all rights to indemnification existing in favor of, and all exculpations and limitations of the personal liability of, the directors and officers of the Company and its Subsidiaries provided for in the Company's Charter or the Company's Bylaws, as well as indemnification agreements set forth in Schedule 6.9(b) of the Company Disclosure Letter (the "Indemnification Agreements"), as in effect as of the date hereof with respect to matters occurring at or prior to the Effective Time, including the Merger, shall continue in full force and effect in accordance with their terms until the earlier of (i) the termination of the rights to indemnification under the Indemnification Agreements or (ii) six (6) years from the date Effective Time. (c) For a period of six (6) years from the expiration of the current term of its existing directors’ and officers’ liability insurance policies (the “Expiration Date”)Effective Time, the Surviving Corporation shall either (i) maintain in effect the Company's current policies of directors’ ' and officers’ ' liability insurance maintained (on its current terms) covering those Persons who are currently covered on the date of this Agreement by the Company's directors' and officers' liability insurance policy (a copy of which has been heretofore delivered to Parent)(the "Indemnified Parties"); provided, however, that in no event shall Parent be required to expend in any one year an amount in excess of one hundred and twenty percent (120%) of the annual premiums currently paid by the Company for such insurance which the Company represents to be $383,049 for the twelve month period ending on July 5, 2003; provided, further, that if the annual premiums of such insurance coverage exceed such amount, the Surviving Corporation (provided shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount; and provided, further, that the Surviving Corporation may substitute therefor for such Company policies other 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 , and provided that said substitution does not result in any gaps or omissions lapses in coverage with respect to matters occurring at or prior to the Expiration Date Effective Time or (ii) cause the Parent's, directors' and officers' liability insurance then in effect to cover the Indemnified Parties with respect to the Director and any other persons who are currently those matters covered by the Corporation’s Company's directors’ ' and officers’ ' liability insurance policypolicy so long as the terms thereof are not materially less advantageous to the intended beneficiaries thereof than the Company's current directors' and officers' liability insurance covering the Indemnified Parties. (d) This Section 6.9 is intended for the irrevocable benefit of, and to grant third party rights to, the Indemnified Parties and shall be binding on all successors and assigns of Parent, the Company and the Surviving Corporation. Notwithstanding Each of the foregoingIndemnified Parties shall be entitled to enforce the covenants contained in this Section 6.9. (e) To the maximum extent permitted by law, all rights of indemnification for the benefit of any Indemnified Party set forth in the event that Corporation or any of its respective successors or assigns (i) consolidates with or merges into any other person Company's Bylaws 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 Indemnification Agreements 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 mandatory rather 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)permissive.

Directors and Officers Insurance. For a period of six (6) years from after the Closing, Buyer shall purchase for the benefit of any Person who is on the date hereof, an officer or director of any of the expiration Companies, officers’ and directors’ liability tail coverage (“D&O Insurance”) with respect to all losses, claims, damages, liabilities, costs and expenses (including, without limitation, attorney’s fees and expenses), judgments, fines, losses and amounts paid in settlement in connection with any actual or threatened action, suit, claim, proceeding or investigation (each a “D&O Claim”) to the extent that any such D&O Claim is based on, or arises out of: (a) the fact that such Person is or was a director or officer of any 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 Companies at least the same coverage and amounts containing terms and conditions which are no less advantageous) covering acts or omissions occurring at or any time prior to the Expiration Closing Date with respect or is or was serving at the request of any of the Companies as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other entity or enterprise at any time prior 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 Closing Date; or (b) this Agreement or any of its respective successors the transactions contemplated hereby or assigns (i) consolidates with thereby in each case to the extent that any such D&O Claim pertains to any matter or merges into fact arising, existing, or occurring prior to or at the Closing Date, regardless of whether such D&O Claim is asserted or claimed prior to, at or after the Closing Date, which coverage will be substantially similar to the existing D&O Insurance held by any other person and is not of the continuing or surviving corporation or entity Companies, a copy of such consolidation or mergerwhich has been made available to Buyer, including, without limitation, (iix) transfers or conveys all or substantially all of its properties an overall coverage amount not less than the overall coverage amount under the applicable company’s existing D&O Insurance and assets to any person, (iiiy) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief coverage for liability 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 Securities Act 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 (extent such coverage shall have an aggregate coverage limit over exists under the term of such policy applicable company’s existing D&O Insurance 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 amounts for such liabilities under such policy or policies existing D&O Insurance. For a period of six (6) years after the Closing, Buyer shall not, and shall not exceed permit the retention amount under Company or any of its Subsidiaries to, amend, repeal or modify (in a manner adverse to the Corporation’s existing beneficiary thereof) any provision in the Certificate of Incorporation or Bylaws of the Company or similar organizational documents of the Subsidiaries in effect as of immediately following the Closing relating to exculpation or indemnification of any officers or directors’ , it being the intent of the parties hereto that (i) such provisions of the Certificate of Incorporation and officers’ liability policies Bylaws of the Company or similar organizational documents of the Subsidiaries relating to exculpation or indemnification of officers or directors shall be no less favorable than those of the Certificate of Incorporation and such coverage shall, in all other respects, Bylaws of the Company or similar organizational documents of the Subsidiaries on the date hereof and (ii) the officers and directors of any of the Companies on the date hereof shall continue to be comparable entitled to such existing coverage)exculpation and indemnification to the full extent of the law.

Directors and Officers Insurance. For (a) Parent and Purchaser shall cause to be maintained in effect for not less than 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 Effective Time the current policies of directors’ the director’s and officers’ liability insurance maintained by the Corporation Company and its Subsidiary (provided that the Corporation Parent and Purchaser 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 with respect to matters occurring on or prior to the Effective Time; provided, that in no event shall Parent, Purchaser or Company, as the case may be, be required to expend annually more than 250% of the amount that the Company spent for these purposes in the last fiscal year to maintain or procure insurance coverage pursuant hereto (the “Maximum Premium”). Notwithstanding anything to the contrary in this Agreement, the Company may, prior to the Share Acceptance Time, purchase and prepay for a so-called “Reporting Tail Endorsement” or similar insurance for a period of six (6) years after the Effective Time with respect to 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 Effective Time (such coverage shall to have an aggregate coverage limit over the term of such policy in an amount not less than to exceed 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 policy, and such coverage shall, in all other respects, respects to be comparable to such existing coverage), with an annual premium not in excess of the Maximum Premium, in which case, provided that Parent causes the Surviving Corporation to maintain such Reporting Tail Endorsement or similar insurance in full force and effect for not less than six (6) years from the Effective Time, Parent shall be relieved from its other obligations under this Section 6.6. (b) From and after the Share Acceptance Time, Parent and Purchaser shall cause the Company to indemnify and hold harmless each person who is now, at any time has been or who becomes prior to the Share Acceptance Time a director or officer of Company or Subsidiary, and heirs and personal representatives (the “Indemnified Parties”), against any and all expenses incurred in connection with any claim, suit, investigation or proceeding arising out of or pertaining to any action or omission occurring on or prior to the Share Acceptance Time (including, without limitation, any claim, suit, investigation or proceeding which arises out of or relates to the transactions contemplated by this Agreement), and shall promptly pay to each indemnified Party expenses incurred by each Indemnified Party in connection with and in advance of the final disposition of any such claim, suit, investigation or proceeding, in each case, to the full extent permitted by law. (c) Parent and Purchaser acknowledge that the certificate of incorporation and bylaws of Company and its Subsidiary contain provisions with respect to indemnification of directors and officers, which provisions the Parent and Purchaser shall, and shall cause Company, to honor and perform on and after the Share Acceptance Time, with respect to actions or omissions occurring at or prior to the Share Acceptance Time (including, without limitation, the transactions contemplated by this Agreement). (d) After the Effective Time, the Parent guarantees the full performance of the Surviving Corporation of its covenants and obligations set forth in this Section 6.6.

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 (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 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 insurance policy, such credit or refund shall be added to Net Cash. (b) Parent and such coverage the Surviving Corporation shall, until the sixth (6th) anniversary of the Effective Time, jointly and severally, indemnify and hold harmless each person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries (the “Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in all other respectsconnection 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 an officer or director of the Company or any of its Subsidiaries, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under the DGCL for officers and directors of Delaware corporations. (c) The Certificate of Incorporation and Bylaws of the Surviving Corporation shall contain, and Parent shall cause the Certificate of Incorporation and Bylaws of the Surviving Corporation to so contain, provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers of the Company and its Subsidiaries than are presently set forth in the Certificate of Incorporation and Bylaws of the Company. (d) The provisions of this Section 6.9 are intended to be comparable in addition to such existing coverage)the rights otherwise available to the current officers and directors of the Company by Law, charter, bylaw or agreement, and shall operate for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives.

Directors and Officers Insurance. For six (6a) years from Purchaser shall purchase, maintain in effect, and cause the date of the expiration of the current term of its Surviving Corporation to maintain in effect, an extended reporting period endorsement under Target’s existing directors’ and officers’ liability insurance policies coverage for Target’s current and former directors and officers in a form acceptable to Target that shall provide such directors and officers with coverage for six (6) years following the “Expiration Date”)Effective Time of not less than the existing coverage and have other terms not materially less favorable to, the Corporation shall maintain in effect insured persons than the current policies of directors’ and officers’ liability insurance coverage presently maintained by Target. Purchaser shall, and shall cause the Surviving Corporation (provided that to, continue to honor 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 policyobligations thereunder. Notwithstanding the foregoing, policies providing at least the existing coverage and having other terms not materially less favorable to the insured persons may be substituted therefore, but in no event shall Purchaser or the Surviving Corporation, in the event that Corporation or any of its respective successors or assigns aggregate, be required to spend more than $15,000 for such insurance. (ib) 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 dissolutionPurchaser agrees, and in each such case shall cause the Surviving Corporation shall immediately prior to the occurrence agree, that for a period 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 years following the Effective Time, all rights to wrongful exculpation and indemnification for acts and/or or omissions committed or allegedly committed at or occurring prior to the Expiration Date Effective Time now existing in favor of the current or former directors or officers of Target as provided in Target’s Organizational Documents and indemnification agreements (such coverage which provide for exculpation and indemnification and advancement of expenses to the fullest extent permitted under Delaware Law and which shall have an aggregate coverage limit over not be amended except as required by applicable law or except to make changes permitted by law that would enlarge the term right of such policy indemnification) shall become the obligations of the Surviving Corporation and shall survive the Merger and shall continue in an amount not less than the annual aggregate coverage limit full force and effect in accordance with their terms; provided that Purchaser’s obligations under the Corporation’s existing directors and officers liability policies, the retention amount provided under such policy or policies this Section 7.5(b) shall not exceed the retention amount under aggregate of (i) amounts paid to the Corporation’s existing directors’ and officers’ liability Surviving Corporation by the insurance policy or policies and such coverage shallreferred to in Section 7.5(a), in all other respects, be comparable plus (ii) any amounts recovered by Purchaser pursuant to such existing coverageSection 8.3(b)(v). (c) The provisions of this Section 7.5 are intended to be for the benefit of, and shall be enforceable by, each Target current and former director and officer and the heirs and representatives of such person.

Directors and Officers Insurance. For (A) As of the date hereof, New Owner shall obtain a non-cancellable extended reporting period that will be added as an endorsement to the directors’ and officers’ liability coverage of the Group Companies’ directors’ and officers’ insurance policies, the Group Companies’ employment practices liability insurance policies and the Group Companies’ fiduciary liability insurance policies, in effect prior to the Closing (collectively, the “D&O Insurance”), in each case, for a claims reporting or discovery period of at least six (6) years from and after 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 Closing Date 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 respect to any claim related to any period or omissions occurring time at or prior to the Expiration Closing Date from insurance carriers with the same or better credit rating as the Group Companies’ insurance carriers prior to the Closing with respect to D&O Insurance with terms, conditions, retentions and limits of liability that are no less favorable than the Director coverage provided under the Group Companies’ D&O Insurance in effect prior to Closing. The cost of the premium for purchasing the D&O Insurance pursuant to this Section 4.2 shall be borne 50% by New Owner and any other persons who are currently covered 50% by the Corporation’s directorsGuarantors; provided, however, that New Owner shall not be responsible for more than $100,000 of such cost. (B) The current or former managers, directors or officers, as the case may be, of the Group Companies (collectively, “D&O Indemnitees”) to whom this Section 4.2 applies shall be third party beneficiaries of this Section 4.2. The provisions of this Section 4.2 are intended to be for the benefit of each D&O Indemnitee and his or her successors, heirs or representatives. New Owner and Borrowers shall pay all reasonable expenses, including attorneys’ and officers’ liability insurance policy. Notwithstanding fees, that may be incurred by any D&O Indemnitee in enforcing the foregoing, obligations provided in this Section 4.2. (C) The rights of each D&O Indemnitee under this Section 4.2 shall be in addition to any rights such person may have under the event that Corporation or organizational documents of any of its respective successors the Group Companies 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 applicable Legal Requirements 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 under any agreement of any D&O Indemnitee with 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)any Group Company.

Directors and Officers Insurance. (a) For a period of six (6) years from and after the Closing, the Purchaser agrees to cause the Company to indemnify (including advancement of expenses) and hold harmless all past and present officers and directors of the Company to the same extent such persons are indemnified by the Company as of the date of this Agreement pursuant to the expiration Company’s Organizational Documents, any applicable employment agreements or indemnification agreements or under applicable Laws for acts or omissions which occurred at or prior to the Closing. The provisions with respect to indemnification and exculpation contained in the Company’s Organizational Documents shall not be amended, repealed or otherwise modified for a period of six (6) years in any manner that would materially adversely affect the rights of the current term past and present officers and directors of the Company when compared to such provisions in the Company’s Organizational Documents in effect as of the date hereof. (b) From and after the Closing, the Purchaser shall cause the Company and its existing Subsidiaries to maintain directors’ and officers’ liability insurance policies coverage for the Company’s and its Subsidiaries’ directors and officers, which shall provide such directors and officers with coverage for six (6) years following the “Expiration Date”)Closing of not less than the existing coverage under, and have other terms not materially less favorable to, the Corporation shall maintain in effect insured persons than the current policies of directors’ and officers’ liability insurance coverage presently maintained by the Corporation Company; provided, however, that in satisfying its obligation under this Section 6.2(b), the Purchaser shall not be obligated to pay annual premiums in excess of three hundred percent (provided 300%) of the amount per annum that the Corporation may substitute therefor policies with equally reputable and financially sound carriers of at least Company (or 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 Seller or any of its respective Affiliates on behalf of the Company) paid in its most recent renewal period (for the time period from August 1, 2017 to August 1, 2018) as set forth in Schedule 6.2(b) (the “Current Premium”) and if such premiums for such insurance would at any time exceed three hundred percent (300%) of the Current Premium, then the Purchaser shall cause to be maintained policies of insurance that, in the Purchaser’s good faith judgment, provide the maximum coverage available at an annual premium not in excess of three hundred percent (300%) of the Current Premium. The Purchaser shall pay any applicable premiums for such insurance. (c) If the Purchaser, the Company or any of its successors or assigns (i) consolidates with or merges 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’ Purchaser or the Company, as the case may be, shall assume the obligations set forth in this Section 6.2. (d) The provisions of this Section 6.2 are intended for the benefit of, and officers’ liability insurance “tail” shall be enforceable by, all past and present officers and directors of the Company and his or “runoff” insurance program her heirs and representatives. The rights of all past and present officers and directors of the Company under this Section 6.2 are in addition to, and not in substitution for, any other rights to be in effect until the end of indemnification or contribution that any such six (6) year period with respect to wrongful acts and/or omissions committed Person may have by contract, applicable Laws 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)otherwise.

Directors and Officers Insurance. (a) For a period of six years after the Closing Date, SANZ shall continue (6and Sun shall not take any action to prevent SANZ from continuing) years from to indemnify and hold harmless each present and former director and officer of it and its Subsidiaries and other persons entitled to indemnification under the charter, bylaws or similar organizational documents of SANZ or its Subsidiaries as in effect on the date hereof (“Covered Persons”) against any and all losses, costs, settlement payments, awards, judgments, fines, penalties, damages, expenses, deficiencies or other charges (including court filing fees, court costs, arbitration fees or costs, witness fees and fees and disbursements of legal counsel, expert witnesses, accountants and other professionals) (“Losses”) arising out of or pertaining to matters existing or occurring prior to the expiration Closing Date, whether asserted or claimed prior to, at or after the Closing Date, to the fullest extent permitted under applicable law. (b) SANZ shall and shall cause its Subsidiaries (and Sun shall not take any action to prevent SANZ from continuing) to maintain for a period of the current term of its existing directors’ and officers’ liability insurance policies (the “Expiration Date”), the Corporation shall maintain in effect at least six years the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by SANZ on the Corporation (provided date hereof with respect to claims arising from facts or events 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 occurred on or prior to the Expiration Date with Closing Date, including in respect of the transactions contemplated by this Agreement. The provisions of the immediately preceding sentence and subsection (a) shall be deemed to have been satisfied if prepaid “tail” policies have been obtained by SANZ (or by the Person into which SANZ or any of its Subsidiaries has merged, or by any Person that acquires at least a majority of SANZ’s or its Subsidiaries’ outstanding voting securities or to which SANZ or its Subsidiaries have sold all or substantially all of its assets prior to the Director and relevant transaction) prior to the closing of any other persons who are currently covered by such transaction in which SANZ or its Subsidiaries merges or sells all or substantially all of its assets, or a Person acquires a majority of the Corporationoutstanding voting securities of SANZ or its Subsidiaries, which policies provide the Covered Persons with coverage at least as favorable to the Covered Persons as SANZ’s current policies of directors’ and officers’ liability insurance policyand fiduciary liability insurance for an aggregate period of not less than six years with respect to claims arising from facts or events that occurred on or prior to the Closing Date, including in respect of the transactions contemplated by this Agreement. (c) This Section 9.10 is intended to survive the Closing, is intended to benefit SANZ and the Covered Persons, shall be binding on all successors and assigns of SANZ, and shall be enforceable by the Covered Persons. Notwithstanding the foregoing, in the event that Corporation If SANZ or any of its respective Subsidiaries or any of their successors or assigns (i) consolidates with or merges with or into any other person and is shall not be 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, person or (iii) institutes dissolves 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 creditorsliquidates, 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 that the provisions of the foregoing insurance second sentence of subsection (b) above are not satisfied, it shall be 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 condition precedent to such existing coverage)transaction or event that proper provision shall be made so that the successors and assigns of SANZ, such Subsidiary or such successor or assign assume the obligations set forth in this Section 9.10 or the prepaid policies described in (b) above are obtained.

Directors and Officers Insurance. For (a) Notwithstanding Section 1.4, Parent and the Surviving Corporation shall not, for six (6) years from after the date Effective Time, amend, repeal or otherwise modify the Surviving Corporation Certificate of Incorporation or Surviving Corporation Bylaws of the expiration Surviving Corporation in any manner that would affect adversely the rights thereunder or under the Company Certificate of Incorporation or Company Bylaws of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by Law. Parent shall, and shall cause the Surviving Corporation to, fulfill and honor any indemnification or exculpation agreements between the Company and any of its directors, officers or employees existing immediately prior to the Effective Time that are set forth on Schedule 5.6(a) of the current term of its existing directors’ and officers’ liability insurance policies Company Disclosure Schedule. (b) Immediately prior to the “Expiration Date”)Effective Time, the Corporation Company will cause to be put in place, and the Company shall maintain fully prepay the premiums of a “tail” insurance policy or policies providing insurance coverage in effect the current policies of directors’ an amount and officers’ liability insurance maintained by the Corporation (provided that the Corporation may substitute therefor policies with equally reputable and financially sound carriers of scope at least as favorable as the same coverage Company’s existing director and amounts containing terms and conditions which are no less advantageousofficer liability policies disclosed on Schedule 3.1(r) covering of the Company Disclosure Schedule for matters, acts or omissions existing or occurring at or prior to the Expiration Date Effective Time, with respect a claims period of at least six years from the Effective Time, and from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier providing such insurance; provided, however, that in no event shall the Company be required to spend more than 300% (the “Cap Amount”) of the last annual premium paid by the Company prior to the Director and any other persons who are currently covered by date hereof (the Corporation’s directors’ and officers’ liability amount of such premium being set forth in Schedule 3.1(r) of the Company Disclosure Schedule) for the six years of coverage under such tail policy; provided further that if the cost of such insurance policy. Notwithstanding exceeds the foregoingCap Amount, in Parent shall purchase as much coverage as is reasonably obtainable for the Cap Amount. (c) 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 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 creditorsthen, rights, or a petition is presented for its winding up or liquidation then or (iv) files for dissolution, and in each such case, proper provisions shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the Corporation obligations set forth in this Section 5.6. (d) The provisions of this Section 5.6 are intended to be for the benefit of, and shall immediately be enforceable by, the parties hereto and each Person entitled to indemnification or insurance coverage or expense advancement pursuant to this Section 5.6, and his heirs and representatives. (e) For the purposes of this Agreement, “Indemnified Person” shall mean each Person who is now, or has been at any time prior to the occurrence date of such event purchase in lieu of the foregoing insurance a directors’ and officers’ liability insurance “tail” this Agreement 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 who becomes prior to the Expiration Date (such coverage shall have an aggregate coverage limit over Effective Time, a director or officer of the term Company or any of such policy in an amount not less than its Subsidiaries or who acts as a fiduciary under any Employee Benefit Plan of the annual aggregate coverage limit under the Corporation’s existing directors and officers liability policies, the retention amount provided under such policy Company 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)any of its Subsidiaries.

Directors and Officers Insurance. For (a) The ------------- ---------------------------------- Articles of Incorporation and the By-Laws of the Surviving Corporation shall contain the provisions with respect to indemnification and exculpation from liability substantially as set forth in the Company's Articles of Incorporation and By-Laws on the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the date 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, employees or agents of the expiration Company, unless such modification is required by law. (b) For a period of six years from the current term of its existing directors’ and officers’ liability insurance policies (the “Expiration Date”)Effective Time, the Surviving Corporation shall either (i) maintain in effect the Company's current policies of directors’ ' and officers’ ' liability insurance maintained covering those Persons who are currently covered on the date of this Agreement by the Company's directors' and officers' liability insurance policy (a copy of which has been heretofore delivered to Parent) (the "Indemnified Parties"); provided, however, that in no event shall ------------------- -------- ------- Parent be required to expend in any one year an amount in excess of 200% of the annual premiums currently paid by the Company for such insurance; 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; provided -------- further that the Surviving Corporation may substitute therefor for the Company policy 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 advantageous and provided that said substitution does not result in any gaps or omissions lapses in coverage with respect to matters occurring at or prior to the Expiration Date Effective Time or (ii) if such insurance coverage is not otherwise available, cause Parent's directors' and officers' liability insurance then in effect to cover those Persons who are covered on the date of this Agreement by the Company's directors' and officers' liability insurance policy with respect to the Director and any other persons who are currently those matters covered by the Corporation’s Company's directors’ ' and officers’ ' liability insurance policy. (c) The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, employees or agents of the Company or any of its Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees of the Company or any of its Subsidiaries occurring prior to the Effective Time, including, without limitation, the transactions contemplated by this Agreement. Notwithstanding Without limitation of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including, without limitation, the transactions contemplated by this Agreement, occurring prior to, and including, the Effective Time, the Surviving Corporation, from and after the Effective Time, shall pay, as incurred, such Indemnified Party's reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith; provided, -------- that any Indemnified Party to whom expenses are advanced shall, prior to receiving any such advance, if required by applicable law, provide Parent with an undertaking to repay such advance, in full, as promptly as reasonably practicable after it is ultimately determined that such Indemnified Party is not entitled to indemnification hereunder. Subject to Section 7.10(d) below, the Surviving Corporation shall pay all reasonable expenses, including attorneys' fees, that may be incurred by any Indemnified Party in enforcing this Section 7.10 or any action which is indemnifiable hereunder. (d) Any Indemnified Party wishing to claim indemnification under paragraph (a) or (c) of its respective successors this Section 7.10, upon learning of any such claim, action, suit, proceeding or assigns investigation, shall promptly notify the Surviving Corporation thereof. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) consolidates the Surviving Corporation shall have the right, from and after the Effective Time, to assume the defense thereof (with counsel engaged by the Surviving Corporation to be reasonably acceptable to the relevant Indemnified Party) and the Surviving Corporation shall not be liable to such Indemnified Party for any legal expenses of other counsel or merges into any other person and is not expenses subsequently incurred by such Indemnified Party in connection with the continuing or surviving corporation or entity of such consolidation or mergerdefense thereof, (ii) transfers or conveys all or substantially all such Indemnified Party will cooperate in the defense of its properties any such matter and assets to any person, (iii) institutes or has instituted against it the Surviving Corporation shall not be liable for any settlement effected without its prior written consent; provided -------- that the Surviving Corporation shall not have any obligation hereunder to any Indemnified Party when and if a proceeding seeking a judgment court 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 dissolutioncompetent jurisdiction shall ultimately determine, and in each such case determination shall have become final, that the Corporation shall immediately prior to the occurrence indemnification of such event purchase Indemnified Party 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)manner contemplated hereby is prohibited by applicable law.

Directors and Officers Insurance. For Parent agrees that all rights to indemnification and exculpation from liability for acts or omissions occurring on or prior to the Closing Date now existing in favor of the current or former directors, managers, officers or employees of the Company (each, a “D&O Indemnified Person”), as provided in the respective certificates of incorporation, bylaws, operating agreements, limited liability company agreements or similar organizational documents or indemnification agreements, in each case that have been made available to Parent prior to the date hereof (the “D&O Indemnification Documents”), shall survive the Closing Date for a period of six (6) years from the date Closing and shall continue in full force and effect in accordance with their respective terms for a period of six (6) years from the expiration of Closing. Prior to the current term of its existing Effective Time, the Company shall have obtained, at the Company Senior Noteholders’ sole cost and expense (which shall constitute a Company Transaction Expense), a “tail” policy providing directors’ and officers’ liability insurance policies coverage for a period of six (6) years after the “Expiration Date”), Closing Date for the Corporation shall maintain in effect the current policies benefit of those Persons who are covered by any Company directors’ and officers’ liability insurance maintained by policy as of the Closing with respect to matters occurring prior to the Closing (the “D&O Tail Policy”). Parent shall cause the Surviving Corporation (to maintain the D&O Tail Policy in full force and effect, and continue to honor the obligations thereunder, but shall not be required to pay any costs or expenses, or otherwise incur any liabilities, associated with the D&O Tail Policy, other than the retention to be paid under the D&O Tail Policy, subject to the last sentence of Section 5.07. The D&O Tail Policy shall provide coverage that is at least equal to the coverage provided under the Company’s current directors’ and officers’ liability insurance policy; provided that the Corporation Company 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 advantageous to the beneficiaries thereof so long as such substitution does not result in gaps or omissions lapses in coverage with respect to matters 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)Closing Date.

Directors and Officers Insurance. (a) For a period of six (6) years from and after the Effective Time, Parent and the Surviving Corporation agree to indemnify (including advancement of expenses) and hold harmless all past and present officers and directors of the Company to the same extent such persons are indemnified by the Company as of the date of this Agreement pursuant to the expiration Company’s Charter Documents, any applicable employment agreements or indemnification agreements or under applicable Legal Requirements for acts or omissions which occurred at or prior to the Effective Time. The provisions with respect to indemnification and exculpation contained in the Surviving Company’s Articles of Incorporation and bylaws shall not be amended, repealed or otherwise modified for a period of six (6) years in any manner that would materially adversely affect the rights of the current term past and present officers and directors of its the Company when compared to such provisions in the Company’s Articles of Incorporation and bylaws in effect as of the date hereof. (b) Prior to the Effective Time, the Company shall purchase an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance policies coverage (the “Expiration DateD&O Tail Policy”)) for the Acquired Companies’ directors and officers in a form mutually acceptable to the Company and Parent, which shall provide such directors and officers with coverage for six (6) years following the Effective Time of not less than the existing coverage under, and have other terms not materially less favorable to, the Corporation shall maintain in effect insured persons than the current policies of directors’ and officers’ liability insurance coverage presently maintained by the Corporation Company. (provided that c) If Parent, 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 Surviving Corporation or any of its respective successors or assigns (i) consolidates with or merges into any other 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 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 dissolutionthen, and in each such case the Corporation shall immediately prior case, to the occurrence extent necessary, proper provision shall be made so that the successors and assigns of such event purchase Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in lieu this Section 5.4. (d) The provisions of this Section 5.4 are intended for the benefit of, and shall be enforceable by, all past and present officers and directors of the foregoing insurance a directors’ Company and officers’ liability insurance “tail” his or “runoff” insurance program her heirs and representatives. The rights of all past and present officers and directors of the Company under this Section 5.4 are in addition to, and not in substitution for, any other rights to be in effect until the end of indemnification or contribution that any such six (6) year period with respect to wrongful acts and/or omissions committed person may have by contract, applicable Legal Requirements 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)otherwise.

Directors and Officers Insurance. For six (6a) years from the date The Company shall obtain and maintain a policy or policies of insurance (referred to herein as “D&O Insurance”) with reputable insurance companies providing liability insurance for directors of the expiration Company in their capacities as such (and for any capacity in which any director of the current term Company serves any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other person or enterprise at the request of its existing directors’ and officers’ liability insurance policies (the “Expiration Date”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 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 payment of its respective successors or assigns (iexpenses) 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 no less favorable than those of such policy in an amount not less than effect on the annual aggregate date hereof except for any changes approved by the Board of Directors. (b) 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 limit under the Corporation’s existing directors and officers liability policies, the retention amount provided available for any other director under such policy or policies policies. The Company and Indemnitee will cooperate to obtain advances of Expenses, indemnification payments and consents from D&O Insurance carriers in any Proceeding to the full extent of applicable D&O Insurance coverage. The Company shall, promptly after receiving notice of a proceeding as to which Indemnitee is a party or a participant (as a witness or otherwise), 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. Indemnitee shall not knowingly take any action that jeopardizes or otherwise waives D&O Insurance coverage under any policy then in effect. The existence of D&O Insurance coverage will not diminish or limit the CorporationCompany’s existing directors’ and officers’ liability obligation to make indemnification payments to Indemnitee. Amounts paid directly to Indemnitee with respect to a Proceeding by the Company’s D&O Insurance carrier(s) will be credited to the amounts payable by the Company to Indemnitee under this Agreement. (c) Upon request by Indemnitee, the Company shall provide to Indemnitee copies of the D&O Insurance policies and as in effect from time to time. The Company shall promptly notify Indemnitee of any material changes in such coverage shall, in all other respects, be comparable to such existing insurance coverage).

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 hereof or pursuant to the indemnification agreements listed in Schedule 8.25 attached hereto (the “Indemnification Schedule”), insofar as such indemnification, advancement of expenses and exculpation for acts or omissions provisions relate to the directors and officers of the expiration 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 sixth (6th) anniversary of the current term Closing, the provisions of this Section 8.25 shall continue in effect with respect to such claim until the final disposition thereof. The obligations of Parent, Buyer, the Company (following the Acquisition) or its existing successors under this Section 8.25 shall not be terminated, amended or otherwise modified in such a manner as to adversely affect any Company Indemnitee (or his or her heirs, personal representatives, successors or assigns) without the prior written consent of such Company Indemnitee (or his or her heirs, personal representatives, successors or assigns, as applicable). Notwithstanding the foregoing, the obligations of the Parent, Buyer and the Company (following the Acquisition) (i) shall be subject to any limitation imposed by applicable Law and (ii) shall not be deemed to release any Company Indemnitee who is also an officer or director of the Company from his or her obligations pursuant to this Agreement or any Related Agreement, nor shall such Company Indemnitee have any right of contribution, indemnification or right of advancement from Buyer or its successor or Parent with respect to any particular amount of Loss recoverable by any of the Indemnified Parties against such Company Indemnitee in his or her capacity as an Indemnifying Party pursuant to this Agreement or any Related Agreement. Notwithstanding the foregoing, Parent and Buyer shall have no obligation to maintain the existence of the Company for any specified period following the Closing. (b) The Company shall purchase, prior to or concurrent with the Closing, a prepaid directors’ and officers’ liability insurance policy or policies (i.e., “tail coverage”) for acts or omissions occurring prior to the “Expiration Date”)Closing that will remain in effect for a period of six years after the Closing, the Corporation shall maintain in effect material terms of which, including coverage and amount, are comparable to those of the Company’s current policies of directors’ and officers’ liability insurance maintained policy (copies of which have been delivered by the Corporation (provided that Company to Parent and its representatives prior to the Corporation may substitute therefor policies date hereof). Parent shall cooperate in good faith with equally reputable and financially sound carriers of at least the same Company Indemnitees to use the tail coverage and amounts containing terms and conditions which are no less advantageous) covering with respect to claims relating to 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)Closing.

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 following the Closing, Buyer or its successor shall cause the Company to fulfill and honor the obligations of the Company and its Subsidiaries pursuant to applicable Law, pursuant to any indemnification provisions under the Company Charter Documents or the Subsidiary Charter Documents and pursuant to the indemnification agreements set forth in Schedule 5.10 hereto (the “Indemnification Schedule”) that contain any indemnification, reimbursement, advancement of expenses, hold harmless and exculpation from liability provisions, in any case, with each individual who is a party to such agreements, and that at any time on or prior to the 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 final disposition thereof. Notwithstanding the foregoing, the obligations of Buyer and the Company (following the Closing) (i) shall be subject to any limitation imposed by applicable Law, and (ii) shall not release any Company Indemnitee from his or her obligations pursuant to this Agreement, nor shall such Company Indemnitee have any right of contribution, indemnification or right of advancement from Buyer, the Company or their respective Subsidiaries or successors with respect to any particular amount of Damages recoverable by any of the Buyer Indemnified Parties against such Company Indemnitee in his or 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 Company Charter Documents or the Subsidiary Charter Documents in a manner that will cancel or derogate from the date rights of the expiration of Company Indemnitees under this Section 5.10(a). (b) The Company shall purchase, prior to or concurrent with the current term of its existing Closing, a prepaid directors’ and officers’ liability insurance policy or policies (the i.e., “Expiration Datetail coverage”), 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 for acts or omissions occurring at or prior to the Expiration Date Closing that will remain in effect for a period of seven (7) years after the Closing (the “D&O Tail Insurance”). Any cost and expenses related to the acquisition of such insurance shall be considered part of the Transaction Expenses. Buyer shall, and shall cause the Company to, cooperate in good faith with the Company Indemnitees to use the tail coverage with respect to claims relating to acts or omissions occurring prior to the Closing; provided, however, that nothing herein shall require the Company or Buyer or any of its Affiliates to incur any cost or expense (with respect to the Director Company, following the Closing). After the Closing, neither Buyer nor any of its Affiliates, including, from and any other persons who are currently covered by after the Corporation’s directors’ Closing, the Company, will cancel the D&O Tail Insurance. (c) Each of Buyer and officers’ liability insurance policy. Notwithstanding the foregoingCompany Indemnitees shall reasonably cooperate, and cause their respective Affiliates to reasonably cooperate, in the event that Corporation defense of any action requiring indemnification under this Section 5.10 and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony as may reasonably be requested. (d) The obligations of Buyer and the Company under this Section 5.10 shall not be terminated or modified in such a manner as to adversely affect any of its respective successors or assigns (i) consolidates with or merges into any other person and is not Company Indemnitee without the continuing or surviving corporation or entity written consent 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)Company Indemnitee.

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 expenses, hold harmless and exculpation from liability 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 “Indemnification Schedule”), in each case subject to applicable Law, insofar as such provisions relate to the directors, officers of the Company on or prior to the 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 final disposition thereof. Notwithstanding the foregoing, the obligations of the Buyer and the Company (following the consummation of the transactions contemplated by this Agreement) (i) shall be subject to any limitation imposed by applicable Law, and (ii) shall not release any Company Indemnitee from his or her obligations pursuant to this Agreement, nor shall such Company Indemnitee have any right of contribution, indemnification or right of advancement from Buyer, the Company or their respective Subsidiaries or successors with respect to any particular amount of Losses recoverable by any of the Indemnified Parties (as defined below) against such Company Indemnitee in his or her capacity as an Indemnifying Party pursuant to this Agreement. (b) The Company may purchase, prior to or concurrent with the Closing, a prepaid directors’ and officers’ liability insurance policy or policies (the i.e., “Expiration Datetail coverage”), 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 for acts or omissions occurring at or prior to the Expiration Closing that will remain in effect for a period of seven (7) years after the Closing (the “D&O Tail Insurance”). Any cost and expenses related to the acquisition of such insurance shall be considered part of the Closing Date Transaction Expenses if not paid by the Company prior to the Closing. Buyer shall, and shall cause the Company to, cooperate in good faith with the Company Indemnitees to use the tail coverage with respect to claims relating to acts or omissions occurring prior to the Closing provided, however, that nothing herein shall require the Company or the Buyer or any of its Affiliates to incur any cost or expense (with respect to the Director and any Company, following the Closing), 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 Corporationinternal cost of Buyer’s existing directors and officers liability policies, the retention amount provided under Company’s personnel dealing with 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)matter.

Directors and Officers Insurance. For six (6a) The articles of incorporation and bylaws of the Surviving Corporation shall contain provisions providing for indemnification and exculpation from liability of directors and officers of the Surviving Corporation that are no less favorable to such directors and officers, taken as a whole, as the corresponding director and officer indemnification provisions set forth in the Corporation’s articles of incorporation, as amended through the date hereof, and bylaws as in effect on the date hereof, and such provisions shall not be amended, repealed or otherwise modified for a period of four (4) years from the date Effective Time in any manner that would adversely affect the rights thereunder 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 individuals who on or prior to the Expiration Date with respect to Effective Time were directors or officers of the Director Corporation, unless such modification is required by Law. (b) The Surviving Corporation shall purchase a tail officers’ and any other persons directors’ liability insurance policy covering those Persons who are currently covered on the date of this Agreement by the Corporation’s directors’ and officers’ liability insurance policy. Notwithstanding the foregoing, in the event that Corporation or any policy (a copy 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 which 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 been heretofore delivered to the occurrence of such event purchase in lieu of Parent) (the foregoing insurance a directors’ and officers’ liability insurance “tail” or “runoff” insurance program to be in effect until Indemnified Parties”) that will cover, on substantially 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 same basis as the Corporation’s existing directors and officers current liability policiespolicy, claims against the retention amount Indemnified Parties relating to events occurring on or before the Effective Time; provided under the aggregate premium for such tail policy or policies shall does not exceed 200% of the retention amount under annual premium for the Corporation’s existing directors’ and officers’ liability policies insurance policy. If the aggregate premium of such tail liability policy does exceed 200% of the annual premium for the Corporation’s existing directors’ and officers’ liability insurance policy, the Surviving Corporation shall purchase a policy with the greatest coverage available for a cost not exceeding 200% of such annual premium. (c) The Surviving Corporation and its successors shall indemnify all Indemnified Parties to the fullest extent permitted by the IBCL with respect to all acts and omissions arising out of such individuals’ services as officers, directors, employees or agents of the Corporation or any of its Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees of the Corporation or any of its Subsidiaries, occurring prior to the Effective Time, includ­ing the transactions contemplated by this Agreement. Without limitation of the foregoing, in the event any such Indemnified Party is or becomes involved, in any capacity, in any Claim in connection with any matter, including the transactions contemplated by this Agreement, occurring prior to and including the Effective Time, the Surviving Corporation, from and after the Effective Time, shall pay, as incurred, such Indemnified Party’s reason­able legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. Subject to Section 5.7(d) below, the Surviving Corporation shall pay all reasonable expenses, including attorneys’ fees, that may be incurred by any Indemnified Party in enforcing this Section 5.7 or any action involving an Indemnified Party resulting from the transactions contemplated by this Agreement. (d) Any Indemnified Party wishing to claim indemnification under paragraph (a) or (c) of this Section 5.7, upon learning of any such Claim, shall promptly notify the Surviving Corporation thereof. In the event of any such Claim (whether arising before or after the Effective Time), (i) the Surviving Corporation shall have the right, from and after the Effective Time, to assume the defense thereof, and the Surviving Corporation shall not be liable to such Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, (ii) such Indemnified Party shall cooperate in the defense of any such matter and (iii) the Surviving Corporation shall not be liable for any settlement effected without its prior written consent; provided that the Surviving Corporation shall not have any obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such coverage shalldetermination shall have become final, that the indemnification of such Indemnified Party in all the manner contemplated hereby is prohibited by the IBCL or other respectsapplicable Law. The Indemnified Parties shall be third party beneficiaries of, be comparable and entitled to such existing coverage)seek enforcement of, this Section 5.7.

Directors and Officers Insurance. For (a) The Purchasers and the Company shall cause the provisions of the Certificate of Incorporation of the Company with respect to indemnification currently set forth in the Seventh Article of the Certificate of Incorporation and the provisions of the Bylaws of the Company with respect to indemnification currently set forth in Article VIII of the Bylaws not to be amended, repealed or otherwise modified for a period of six (6) years from the date Closing in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Closing, were directors, officers, employees, fiduciaries or agents of the expiration of the current term of its existing directors’ and officers’ liability insurance policies Company (the “Expiration DateIndemnified Persons”), unless such modification shall be required by Law. (b) At or prior to the Corporation shall maintain in effect Closing, the current policies Company will purchase a single-premium six-year policy of directors’ and officers’ liability insurance maintained by covering current and former officers and directors of the Corporation Company and its Subsidiaries in the same amounts and on terms and conditions, including limits, as favorable to such officers and directors as the policies in effect as of the date hereof (provided that the Corporation Purchasers may substitute therefor for the policies with equally reputable and financially sound carriers carried by the Company policies of at least the same coverage and amounts containing terms and conditions which are no not less advantageousadvantageous to the beneficiaries thereof) covering acts with respect to matters or omissions events 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 Closing. (c) In the event that Corporation or any of its respective successors or assigns the Company (i) consolidates with or merges 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 case, proper provision shall be made so that the Corporation shall immediately prior to the occurrence of such event purchase in lieu successors and assigns of the foregoing insurance a Company shall assume the obligations set forth in this Section 5.06. (d) The provisions of this Section 5.06 are intended to be for the benefit of, and will be enforceable by, each of the Indemnified Persons, their heirs and their representatives. (e) Nothing in this Agreement is intended to, will be construed to or will release, waive or impair any rights to directors’ and officers’ liability insurance “tail” claims under any policy that is or “runoff” insurance program to be has been in effect until the end of such six (6) year period existence with respect to wrongful acts and/or omissions committed the Company or allegedly committed at any of its directors or officers, it being understood and agreed that the indemnification provided for in this Section 5.06 is supplemental and not prior to the Expiration Date (or in substitution for any 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 claims 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)policies.

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 insurance policy, such credit or refund shall be added to Net Cash. (b) Parent and such coverage the Surviving Corporation shall, until the sixth (6th) anniversary of the Effective Time, jointly and severally, indemnify and hold harmless each person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries (the “Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in all other respectsconnection 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 an officer or director of the Company or any of its Subsidiaries, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under the DGCL for officers and directors of Delaware corporations. (c) The Certificate of Incorporation and Bylaws of the Surviving Corporation shall contain, and Parent shall cause the Certificate of Incorporation and Bylaws of the Surviving Corporation to so contain, provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers of the Company and its Subsidiaries than are presently set forth in the Certificate of Incorporation and Bylaws of the Company. (d) The provisions of this Section 6.9 are intended to be comparable in addition to such existing coverage)the rights otherwise available to the current officers and directors of the Company by Law, charter, bylaw or agreement, and shall operate for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives.

Directors and Officers Insurance. For six (6) years from the date The Corporation shall ensure that all liabilities of the expiration Corporation under this Agreement and all of the current term actions of its existing directors’ and officers’ liability insurance policies (the “Expiration Date”), the Corporation shall maintain in effect the current policies of Indemnified Party which would be indemnifiable within this Agreement are at all times covered by directors’ and officers’ liability insurance maintained by the Corporation (provided that in favour of the Corporation may substitute therefor policies and the Indemnified Party with equally reputable a responsible insurer. In this regard, the Parties agree that: (i) the responsibility for obtaining and financially sound carriers maintaining Policies shall rest with the Corporation and shall be implemented by a director or officer 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 , who shall involve an insurance broker or other person having expertise and experience in directors’ and officers’ liability insurance; (ii) the Corporation shall provide to the Indemnified Party a summary of the material terms of each Policy providing the coverage contemplated by this Section 3.1(g) promptly after such coverage is obtained, and shall promptly notify the Indemnified Party if the insurer cancels or refuses to renew such coverage (or any part of such coverage); (iii) upon being notified of a Claim by the Indemnified Party, the Corporation will promptly give notice to the insurer(s) and comply with all procedures and guidelines of the insurer(s) to ensure coverage of the Indemnified Party under the Policies; (iv) if the Indemnified Party ceases to be a director or officer of the Corporation, as applicable, for any reason, then the Corporation will continue to purchase and maintain Policies for the benefit of the Indemnified Party on terms at least as favourable as the Policies that the Corporation: (i) purchased and ​ maintained for the benefit of the Indemnified Party immediately before the Indemnified Party ceased to be a director or officer of the Corporation; and (ii) purchases and maintains for the benefit of the directors and officers of the Corporation, after the Indemnified Party ceases to be a director or officer of the Corporation. The Corporation will maintain such Policies and renewal thereof for a minimum of six years following the Indemnified Party ceasing to be a director or officer of the Corporation. Alternatively, the Corporation may elect to purchase for the Indemnified Party a non-cancellable six year director and officer run-off policy that provides coverage for the Indemnified Party after the Indemnified Party ceases to be a director or officer of the Corporation, that is as favourable or more favourable than described in 3.1(g)(iv)(i); (v) if one or more of the Policies providing coverage on a ‘claims-made’ basis is cancelled or is not renewed, the Corporation will promptly purchase the maximum degree of extended reporting period coverage available under such Policies unless replacement director and officer liability insurance policy. Notwithstanding coverage has been obtained that covers the foregoingIndemnified Party that does not contain a ‘retroactive date’ so as to deprive the Indemnified Party of coverage for wrongful acts alleged to have been committed prior to the inception date of such replacement insurance; (vi) in the event the Corporation is unable to fund the purchase of extended insurance coverage by reason of its insolvency or bankruptcy, the Indemnified Party will be given reasonable notice regarding the Corporation’s inability to fund such purchase together with an identification of the additional premium that would be required to exercise the extended reporting period coverage option of the relevant Policies; (vii) in the event that a Claim is brought in which the Indemnified Party is named as a party, the Corporation will promptly pay, if permitted by law, the insurance deductible applicable under any Policies providing coverage to the Indemnified Party; (viii) the Corporation will promptly advise the Indemnified Party during the period when the Indemnified Party serves as a director or any officer of its respective successors or assigns the Corporation and for a period of six years thereafter if: (i) consolidates with any of the Policies lapses, is cancelled as a result of insolvency or merges into otherwise or undergoes material coverage change; or (ii) any other person insurer informs the Corporation that all or part of a particular Claim is not covered by the Policies; (ix) the indemnity provided for in this Agreement is separate and independent of the Policies and is not in any way limited to the continuing or surviving corporation or entity amount of insurance provided under such Policies; accordingly, the obligations of the Corporation contained in this Agreement shall continue in full force and effect regardless of the existence of such consolidation or mergerPolicies, (ii) transfers or conveys all or substantially all the termination 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​ such Policies, or the application or coverage with respect to such Policies; and (x) if the Corporation anticipates: (a) a petition is presented for its winding up or liquidation then Change in Control may occur in the future; or (ivb) files for dissolutionthat it may become insolvent or otherwise unable to pay its liabilities as they become due (an “Insolvency Situation”), and in each such case the Corporation shall immediately prior to the occurrence of such event purchase in lieu and, as a result of the foregoing insurance a Change in Control or Insolvency Situation as the case may be, the Indemnified Party may not have the benefit of future 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 policiescoverage, the retention amount provided under such policy or policies Corporation shall not exceed either (i) purchase and fund for the retention amount under the Corporation’s existing Indemnified Party a six year non-cancellable run-off directors’ and officers’ liability policies policy to protect the Indemnified Party or (ii) make similar arrangements to (i) above, at the Corporation’s discretion, acting reasonably and such in good faith. Such run-off directors’ and officers’ insurance coverage shall, will be made effective upon a Change in all other respects, be comparable to such existing coverage)Control or Insolvency Situation occurring.

Directors and Officers Insurance. (a) Parent shall cause the Surviving Corporation, and the Surviving Corporation hereby agrees, to do the following: (i) For six (6) years from after the date Effective Time, the Surviving Corporation shall indemnify and hold harmless the present and former officers and directors of the expiration Company (each an “Indemnified Person”) in respect 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 Effective Time to the Director and any other persons who are currently covered fullest extent permitted by the CorporationFBCA or provided under the Company’s directors’ articles of incorporation and officers’ liability insurance policy. Notwithstanding bylaws in effect on the foregoingdate of this Agreement; (ii) If Parent, in the event that Surviving Corporation or any of its respective successors or assigns (iA) consolidates with or merges into any other person Person and is shall not be the continuing or the surviving corporation or entity of such consolidation or merger, or (iiB) 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, to the extent necessary, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the Corporation obligations set forth in this Section 5.7. (b) Prior to the Closing Date, the Company shall, pursuant to the proposal attached to Schedule 5.7(b) hereto, purchase a non-cancelable “tail” coverage insurance policy under the Company’s current officers’ and directors’ liability insurance policy and fiduciary liability insurance policy (in each case, providing coverage comparable to that provided by such insurance in effect on the date hereof) (collectively, the “Tail Policies”), which Tail Policies shall immediately be effective for a period from the Effective Time through and including the date six years from the Closing Date, covering each Indemnified Person covered as of the date of this Agreement by the Company’s officers’ and directors’ liability insurance policies in respect of acts or omissions occurring prior to the occurrence Effective Time. Notwithstanding the provisions of such event purchase Section 5.11 of this Agreement, the amount of Closing Cash shall be deemed to include the amount paid by the Company for the Tail Policies. For the avoidance of doubt, the Tail Policies shall not include the employment practices coverage included in lieu the proposal attached to Schedule 5.7(b) hereto. (c) The Indemnified Persons to whom this Section 5.7 applies shall be third party beneficiaries of this Section 5.7. The provisions of this Section 5.7 are intended to survive consummation of the foregoing insurance a directors’ Merger and officers’ liability insurance “tail” or “runoff” insurance program are intended to be in effect until for the end of such six (6) year period with respect to wrongful acts and/or omissions committed benefit of, and shall be enforceable by, each Indemnified Person, his or allegedly committed at her successors, heirs 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)representatives.

Directors and Officers Insurance. For (a) At or prior to the Effective Time, the Company shall purchase tail insurance coverage for the Company directors and officers in a form reasonably acceptable to the Company and Parent, which shall provide such directors and officers with coverage for six (6) years from following the date Effective Time with respect to claims arising out 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 omission occurring at or prior to the Expiration Date Effective Time (the “D&O Tail Policy”). The full cost and all premiums associated with such D&O Tail Policy will be paid in a lump sum by the Company prior to the Closing. (b) For a period of six (6) years following the Effective Time, the Surviving Corporation shall cause the certificate of incorporation and bylaws (or equivalent governing documents) of the Surviving Corporation to contain provisions with respect to indemnification or exculpation in favor of, and the Director limitations on the personal liability of, each present and former director and officer of the Company (each, a “D&O Indemnified Person”) at least as favorable as the indemnification and exculpation provisions provided for in the certificate of incorporation and bylaws of Company, as in effect immediately prior to the Effective Time (collectively, the “Indemnification Provisions”), for acts or omissions which occurred prior to the Effective Time, unless otherwise required to be modified by applicable Law. (c) The Surviving Corporation shall not seek to terminate the D&O Tail Policy at any other persons who are currently covered by the Corporation’s directors’ and officers’ liability insurance policy. Notwithstanding the foregoing, in time for any reason. (d) In the event that the Surviving Corporation or any of its respective successors or assigns (i) consolidates with or merges into any other person Person and is not 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 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 case, the Surviving Corporation shall immediately prior will cause proper provisions to be made so that the occurrence successors of the Surviving Corporation remain bound by the obligations set forth in this Section 5.11. The obligations of the Surviving Corporation under this Section 5.11 will not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Person to whom this Section 5.11 applies without the express written consent of such event purchase in lieu affected indemnitee. (e) The provisions of this Section 5.11 are intended for the foregoing insurance a directors’ benefit of, and officers’ liability insurance “tail” or “runoff” insurance program to shall 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 policiesenforceable by, 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 all D&O Indemnified Persons and such coverage shall, in all other respects, be comparable to such existing coverage)Persons’ respective heirs and Representatives.

Directors and Officers Insurance. For six (6) years from The Company will purchase, within a reasonable period following the date Closing, and 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 Closing 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 (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 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 - 25 - 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 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 6.1 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 6.1, 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 6.1 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 (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 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 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 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 directors' and officers' liability insurance; and provided further, however, that in such event, the obligations of the Parent and Surviving Corporation hereunder shall terminate. (b) Parent and the Surviving Corporation shall, until the sixth (6th) anniversary of the Effective Time, jointly and severally, indemnify and hold harmless each person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director or officer of the Company or the Company Subsidiary (the "Indemnified Parties"), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys' fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the Indemnified Party is or was an officer or director of the Company or any of its respective successors Subsidiaries, whether asserted or assigns claimed prior to, at or after the Effective Time, to the fullest extent permitted under the DGCL for officers and directors of Delaware corporations. Each Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit, proceeding or investigation from each of Parent and the Surviving Corporation within ten (i10) consolidates with business days of receipt by Parent or merges into the Surviving Corporation from the Indemnified Party of a request therefor; provided that any other person and to whom expenses are advanced provides an undertaking, to the extent required by the DGCL, to repay such advances if it is ultimately determined that such person is not entitled to indemnification. (c) The Certificate of Incorporation and Bylaws of the continuing or surviving corporation or entity Surviving Corporation shall contain, and Parent shall cause the Certificate of such consolidation or mergerIncorporation and Bylaws of the Surviving Corporation to so contain, provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers of the Company and its Subsidiaries than are presently set forth in the Certificate of Incorporation and Bylaws of the Company. (iid) transfers or conveys From and after the Effective Time, Parent shall cause the Surviving Corporation to fulfill and honor in all or substantially all respects the obligations of its properties and assets the Company pursuant to any personindemnification agreements between the Company and the Indemnified Parties. Parent shall pay all expenses, including reasonable attorneys' fees, that may be incurred by the persons referred to in this Section 5.11 in connection with their enforcement of their rights provided in this Section 5.11. (iiie) institutes or has instituted against it a proceeding seeking a judgment The provisions 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 this Section 5.11 are intended 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 addition to the Expiration Date (such coverage rights otherwise available to the current officers and directors of the Company by Law, charter, bylaw or agreement, and shall have an aggregate coverage limit over operate for the term benefit of, and shall be enforceable by, each of such policy in an amount not less than the annual aggregate coverage limit under the Corporation’s existing directors Indemnified Parties, their heirs 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)their representatives.

Directors and Officers Insurance. (a) For a period of six (6) years from after the Closing Date each Seller shall continue to indemnify and hold harmless each present and former director and officer of it and its Subsidiaries and other persons entitled to indemnification under the charter, bylaws or similar organizational documents of such Seller or its Subsidiaries as in effect on the date hereof ("Covered Persons") against any and all losses, costs, settlement payments, awards, judgments, fines, penalties, damages, expenses, deficiencies or other charges (including court filing fees, court costs, arbitration fees or costs, witness fees and fees and disbursements of legal counsel, expert witnesses, accountants and other professionals) ("Losses") arising out of or pertaining to matters existing or occurring prior to the expiration Closing Date, whether asserted or claimed prior to, at or after the Closing Date, to the fullest extent permitted under applicable law. (b) Each Seller shall and shall cause its Subsidiaries to maintain for a period of the current term of its existing directors’ and officers’ liability insurance policies (the “Expiration Date”), the Corporation shall maintain in effect at least six years the current policies of directors’ ' and officers’ ' liability insurance and fiduciary liability insurance maintained by Parent on the Corporation (provided date hereof with respect to claims arising from facts or events 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 occurred on or prior to the Expiration Date with Closing Date, including in respect of the transactions contemplated by this Agreement. The provisions of the immediately preceding sentence and subsection (a) shall be deemed to the Director and any other persons who are currently covered have been satisfied if prepaid "tail" policies have been obtained by a Seller (or by the Corporation’s directors’ and officers’ liability insurance policy. Notwithstanding the foregoing, in the event that Corporation Person into which any Seller or any of its respective Subsidiaries has merged, or by any Person that acquires at least a majority of any Seller's or its Subsidiaries' outstanding voting securities or to which any Seller or its Subsidiaries have sold all or substantially all of its assets prior to the relevant transaction) prior to the closing of any such transaction in which the Seller or its Subsidiaries merges or sells all or substantially all of its assets, or a Person acquires a majority of the outstanding voting securities of the Seller or its Subsidiaries, which policies provide the Covered Persons with coverage at least as favorable to the Covered Persons as Parent's current policies of directors' and officers' liability insurance and fiduciary liability insurance for an aggregate period of not less than six years with respect to claims arising from facts or events that occurred on or prior to the Closing Date, including in respect of the transactions contemplated by this Agreement. (c) If any Seller or any of its Subsidiaries or any of their successors or assigns (i) consolidates with or merges with or into any other person and is shall not be 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, person or (iii) institutes dissolves 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 creditorsliquidates, 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 extent that the provisions of the second sentence of subsection (b) above are not satisfied, it shall be a condition precedent to such transaction or event that proper provision shall be made so that the successors and assigns of such event purchase Seller, such Subsidiary or such successor or assign assume the obligations set forth in lieu of this Section 5.13 or the foregoing insurance a directors’ and officers’ liability insurance “tail” or “runoff” insurance program to be prepaid policies described in effect until the end of such six (6b) 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)above are obtained.

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 shall not exceed of the retention amount 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. 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. After the Closing, Purchaser shall continue to provide any Person who is on the date hereof, or who becomes prior to the Closing Date, an officer, director or manager of any member of the Company Group (each such Person, a “D&O Beneficiary”), officers’ and directors’ liability insurance coverage (“D&O Insurance”) with respect to all losses, claims, damages, liabilities, costs and expenses (including attorney’s fees and expenses), judgments, fines, losses, and amounts paid in settlement in connection with any actual or threatened action, suit, claim, proceeding or investigation (each, a “D&O Claim”) to the extent that any such D&O Claim is based on, or arises out of the fact that such D&O Beneficiary is or was a manager, director or officer of any member of the Company Group at any time prior to the Closing Date or is or was serving at the request of any member of the Company Group as a manager, director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise at any time prior to the Closing Date, to the extent that any such Claim pertains to any matter or fact arising, existing, or occurring prior to or at the Closing Date, regardless of whether such Claim is asserted or claimed prior to, at or after the Closing Date, which coverage will be substantially similar to the existing D&O Insurance of the Company Group, a copy of which has been made available to Purchaser’s counsel, including, without limitation, (x) an overall coverage amount equal to the overall coverage amount under the existing D&O Insurance of the Company Group and (y) coverage for liability under the Securities Act and the Exchange Act in an amount equal to the coverage amounts for such liabilities under the existing D&O Insurance of the Company Group; provided, however, that the premiums payable for such D&O Insurance shall not exceed $150,000 and in the event such premiums do exceed $150,000 Purchaser shall or shall cause the Company Group to purchase such insurance up to the amount that can be purchased with a premium of $150,000. For a period of six (6) years from after the Closing, Purchaser shall not, and shall not permit any member of the Company Group (including the Surviving Corporation) to, amend, repeal or modify (in a manner adverse to the beneficiary thereof) any provision in such Person’s certificates of incorporation, bylaws, limited liability company agreement or comparable governing documents relating to the exculpation or indemnification of, or advancement of expenses to, any officers, directors or managers, it being the intent of the parties hereto that the officers, directors and managers of the Company Group on the date hereof shall continue to be entitled to such exculpation, indemnification and advancement to the full extent of the expiration Law. The provisions of this Section 9.6 are intended to be for the benefit of, and enforceable by, each D&O Beneficiary and such Person’s estate, heirs and representatives, and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have pursuant to Law, the organizational documents of any member of the current term of its existing directors’ and officers’ liability insurance policies (the “Expiration Date”)Company Group, 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 contract 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)otherwise.

Directors and Officers Insurance. For six The Company shall maintain, and renew annually, its liability insurance policy for directors and officers or obtain a new policy for directors and officers liability insurance (6such current, renewed or future policy, the “D&O Policy”) years from to ensure that the date current and/or former directors and officers of the expiration of Company continue to be consequently covered under the current term of its existing directors’ and officers’ liability insurance policies (the “Expiration Date”)D&O Policy for their liability, the Corporation shall maintain that will remain 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 for a period of at least six years after the same coverage and amounts containing Closing, the material terms and conditions of which, including scope of coverage, limits of liability, retroactive date, which are no less advantageous) covering favorable to those of the Company’s current directors and officers liability insurance policy (a copy of which was delivered to the Purchaser). The Company shall cooperate in good faith with the directors and officers insured under the D&O Policy and the insurers of such policy with respect to claims relating to wrongful acts or omissions occurring at or prior to the Expiration Date Closing. The Company undertakes to indemnify the directors and officers insured under the D&O Policy in accordance with respect the policy requirements and to pay the retention amount for any insurance claim relating to wrongful acts occurring prior to the Director Closing. The Company agrees that if the D&O Policy will be cancelled for any reason including but not limited to a "Transaction" (as defined in the D&O Policy) or other change of control or insolvency, or if the D&O Policy's terms and conditions materially change, including, but not limited to, scope of coverage, limit of liability, the retroactive date, the continuity dates, or if the Company does not renew and\or purchase a policy for the subsequent year for any other persons who are currently covered by reason whatsoever, then the Corporation’s directors’ Company shall immediately purchase a directors and officers’ officers liability insurance policy which will include similar or improved terms and conditions to the previous policy, including the scope of cover, limit of liability, the retroactive date, the continuity dates, for a period which will end no sooner than six years after the Closing (i.e., Tail Coverage). To the extent possible, the D&O Policy shall contain necessary provisions to enable the current and/or former directors and officers to acquire Tail Coverage if the Company defaults on its obligations under this section. Notwithstanding Section 11.8 of this Agreement, the foregoingcurrent directors and officers of the Company will be deemed third party beneficiaries of this Section 7.8 and will be enforceable by such persons, in and their heirs and representatives. If the event that Corporation or any of its respective successors or assigns Company (i) consolidates with or merges into any other person Person and is shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any 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 to be surviving corporation shall assume 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 7.8.

Directors and Officers Insurance. For (a) The Articles of ------------- ---------------------------------- Incorporation and the By-Laws of the Surviving Corporation shall contain the provisions with respect to indemnification and exculpation from liability substantially as set forth in the Company's Articles of Incorporation and By-Laws on the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the date 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, employees or agents of the expiration Company, unless such modification is required by law. (b) For a period of six years from the current term of its existing directors’ and officers’ liability insurance policies (the “Expiration Date”)Effective Time, the Surviving Corporation shall either (i) maintain in effect the Company's current policies of directors’ ' and officers’ ' liability insurance maintained covering those Persons who are currently covered on the date of this Agreement by the Company's directors' and officers' liability insurance policy (a copy of which has been heretofore delivered to Parent) (the "Indemnified Parties"); provided, however, that in no event shall ------------------- -------- ------- Parent be required to expend in any one year an amount in excess of 200% of the annual premiums currently paid by the Company for such insurance; 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; provided further that the Surviving -------- Corporation may substitute therefor for the Company policy 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 advantageous and provided that said substitution does not result in any gaps or omissions lapses in coverage with respect to matters occurring at or prior to the Expiration Date Effective Time or (ii) if such insurance coverage is not otherwise available, cause Parent's directors' and officers' liability insurance then in effect to cover those Persons who are covered on the date of this Agreement by the Company's directors' and officers' liability insurance policy with respect to the Director and any other persons who are currently those matters covered by the Corporation’s Company's directors’ ' and officers’ ' liability insurance policy. (c) The Surviving Corporation shall indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such individuals' services as officers, directors, employees or agents of the Company or any of its Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees of the Company or any of its Subsidiaries occurring prior to the Effective Time, including, without limitation, the transactions contemplated by this Agreement. Notwithstanding Without limitation of the foregoing, in the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including, without limitation, the transactions contemplated by this Agreement, occurring prior to, and including, the Effective Time, the Surviving Corporation, from and after the Effective Time, shall pay, as incurred, such Indemnified Party's reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith; provided, -------- that any Indemnified Party to whom expenses are advanced shall, prior to receiving any such advance, if required by applicable law, provide Parent with an undertaking to repay such advance, in full, as promptly as reasonably practicable after it is ultimately determined that such Indemnified Party is not entitled to indemnification hereunder. Subject to Section 7.10(d) below, the Surviving Corporation shall pay all reasonable expenses, including attorneys' fees, that may be incurred by any Indemnified Party in enforcing this Section 7.10 or any action which is indemnifiable hereunder. (d) Any Indemnified Party wishing to claim indemnification under paragraph (a) or (c) of its respective successors this Section 7.10, upon learning of any such claim, action, suit, proceeding or assigns investigation, shall promptly notify the Surviving Corporation thereof. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) consolidates the Surviving Corporation shall have the right, from and after the Effective Time, to assume the defense thereof (with counsel engaged by the Surviving Corporation to be reasonably acceptable to the relevant Indemnified Party) and the Surviving Corporation shall not be liable to such Indemnified Party for any legal expenses of other counsel or merges into any other person and is not expenses subsequently incurred by such Indemnified Party in connection with the continuing or surviving corporation or entity of such consolidation or mergerdefense thereof, (ii) transfers or conveys all or substantially all such Indemnified Party will cooperate in the defense of its properties any such matter and assets to any person, (iii) institutes or has instituted against it the Surviving Corporation shall not be liable for any settlement effected without its prior written consent; provided that the Surviving Corporation shall not have any obligation -------- hereunder to any Indemnified Party when and if a proceeding seeking a judgment court 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 dissolutioncompetent jurisdiction shall ultimately determine, and in each such case determination shall have become final, that the Corporation shall immediately prior to the occurrence indemnification of such event purchase Indemnified Party 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)manner contemplated hereby is prohibited by applicable law.

Directors and Officers Insurance. For (a) The Company shall purchase prior to the Closing Date and maintain in effect beginning on the Closing and for a period of not less than six (6) years from thereafter without any lapses in coverage a “tail” policy providing directors’ and officers’ liability insurance coverage for the date benefit of those Persons who are covered by any of the expiration of the current term of its existing Acquired Companies’ directors’ and officers’ liability insurance policies as of the date of this Agreement or as of the Closing with respect to matters occurring at or prior to the Closing; so long as the premium payable for such “tail” policy does not exceed of two times in the aggregate of the annual premiums that would otherwise be payable over such six (6) year period at the “Expiration Date”), Company’s current rates payable for equivalent coverage. Such policy shall provide coverage that is at least equal to the Corporation shall maintain in effect coverage provided under the Acquired Companies’ current policies of directors’ and officers’ liability insurance maintained by policies. (b) Buyer covenants, for itself and its successors and assigns, that, after the Corporation Closing, it shall not institute any Action against any of the current directors of any of the Acquired Companies, in their capacity as such, with respect to any liabilities, actions or causes of action, judgments, claims or demands of any nature or description (consequential, compensatory, punitive or otherwise), in each such case to the extent resulting from their approval of this Agreement or the transactions contemplated hereby. (c) All rights to indemnification existing in favor of the persons who are now, or have been at any time prior to the date hereof or who became prior to the Closing Date, an officer or director of any of the Acquired Companies as provided that in the Corporation may substitute therefor policies with equally reputable Acquired Company’s governing documents and financially sound carriers all indemnification agreements between such persons and the applicable Acquired Company as in effect on the date of at least this Agreement, unless terminated pursuant to the same coverage and amounts containing terms and conditions which are no less advantageous) covering of this Agreement, for acts or omissions occurring at or prior to the Expiration Date Closing, shall be assumed and performed by Buyer and shall continue in full force and effect until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law. No Acquired Company shall amend, repeal or otherwise modify indemnification, liability limitation or exculpation provisions of the Director Acquired Companies’ governing documents after the Closing Date in any manner that could adversely affect the rights thereunder of an individual who, as of the Closing Date or at any time prior to the Closing Date, was a director, officer, employee or agent of any Acquired Company, unless such modification is required by applicable Law. To the maximum extent permitted by applicable Law, such indemnification, liability limitation and any other persons who are currently covered by exculpation shall be mandatory rather than permissive, and the Corporation’s directors’ and officers’ liability insurance policy. Notwithstanding the foregoing, applicable Acquired Company shall advance expenses in connection with such indemnification as provided in the event that Corporation governing documents or other applicable agreements of such Acquired Company. If the Acquired Companies or any of its their respective successors or assigns shall (i) consolidates consolidate with or merges merge 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 transfer 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 applicable Acquired Company shall cause proper provision to be made so that the successor and assign of such Acquired Company or its Subsidiaries, as the case may be, assumes the Corporation shall immediately prior obligations set forth in this Section 7.8. (d) The current and former directors, officers, employees and agents of each Acquired Company entitled to the occurrence indemnification, liability limitation, exculpation and insurance set forth in this Section 7.8 are express, third-party beneficiaries of this Section 7.8. This Section 7.8 shall survive the Closing and be binding on all successors and assigns of any Acquired Company. (e) The provisions of this Section 7.8 are in addition to, and not in lieu of, any other rights to indemnification, liability limitation or exculpation that any current or former director, officer, employee or agent of any of the Acquired Companies may be entitled to or hereafter acquire under any Law, agreement or provision of the governing documents 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)Acquired Company.

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) years from Prior to the date of Closing, the expiration of Company shall obtain and fully pay for, a “claims-made” “tail” policy under the current term of its Company’s existing directors’ and officers’ liability insurance policies policy, which (i) has an effective term of six years from the “Expiration Closing Date”), (ii) covers only those persons who are currently covered by the Corporation shall maintain in effect the current policies of Company’s directors’ and officers’ liability insurance maintained by policy in effect as of the Corporation date hereof and only for actions and omissions occurring on or prior to the Closing Date, and (provided that the Corporation may substitute therefor policies with equally reputable and financially sound carriers of at least the same coverage and amounts containing iii) contains terms and conditions which (including, without limitation, coverage amounts) that are no less advantageous, when taken as a whole, to those applicable to the current directors and officers of the Company. This Section 6.20 shall survive the consummation of the Merger, is intended to benefit each Company Indemnified Person, shall be binding on all successors and assigns of the Company and Purchaser, and shall be enforceable by the Company Indemnified Persons. Notwithstanding any provision of this Agreement to the contrary, nothing in this Section 6.20 shall affect any rights of Purchaser to indemnification under this Agreement with respect to events occurring prior to, or circumstances existing at, the Closing Date. (b) covering Contingent on the Company’s having met its obligation under Section 6.20 (a), from and after the Closing until the sixth (6th) anniversary of the Closing Date, Purchaser shall, and shall cause the Company to, fulfill and honor in all respects the obligations of the Company to its directors and officers as of immediately prior to the Closing Date (the “Company Indemnified Persons”) pursuant to any indemnification provisions under the Company’s certificate of incorporation or bylaws as in effect on the date of this Agreement and pursuant to any indemnification agreements between the Company and such Company Indemnified Parties existing as of the Agreement Date (the “Company Indemnification Provisions”), with respect to claims arising out of acts or omissions occurring at or prior to the Expiration Date with respect Closing Date. In connection therewith, Purchaser shall advance expenses 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 Company Indemnified Persons as incurred to the occurrence of such event purchase in lieu of fullest extent provided for under the foregoing insurance a directors’ and officers’ liability insurance “tail” or “runoff” insurance program to be in effect until the end of such six Company Indemnification Provisions. Any claims for indemnification made under this Section 6.20 (6b) year period with respect to wrongful acts and/or omissions committed or allegedly committed at on or prior to the Expiration sixth (6th) anniversary of the Closing Date (shall survive such coverage shall have an aggregate coverage limit over anniversary until 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)final resolution thereof.

Directors and Officers Insurance. For six (6a) Prior to or as of the Closing, the Company shall purchase a “tail” policy under the director and officer insurance policy maintained by the Company as of the Termination Right Lapse Date, which “tail” policy that has an effective term of [*] years from the date Effective Time, with coverage in amount and scope reasonably acceptable to Acquiror and at least as favorable as the Company’s existing coverage. Acquiror shall pay [*] of such tail policy at the Closing and [*] percent ([*]%) of the expiration cost of such tail policy shall be treated as a Transaction Expense of the current term Company hereunder. (b) For a period of its existing directors’ [*] years from and officers’ liability insurance policies (after the “Expiration Closing Date”), Acquiror and the Surviving Corporation shall maintain in effect agree to fulfill and honor the current policies obligations 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 Company with respect to the Director Company’s directors and officers pursuant to the indemnification provisions in the Company Certificate of Incorporation, the Company Bylaws and/or each indemnification agreement between the Company and any other persons who are currently covered by the Corporation’s directors’ and of its directors or officers’ liability insurance policy. Notwithstanding the foregoing, in each case as in effect on the event that Termination Right Lapse Date. (c) If Acquiror, the Surviving Corporation or any of its respective successors or assigns (i) consolidates with or merges 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 extent necessary, Acquiror shall use its commercially reasonable best efforts to cause the successors and assigns of such event purchase Acquiror or the Surviving Corporation, as the case may be, shall assume the obligations set forth in lieu this Section 5.10. (d) The provisions of this Section 5.10 are intended for the benefit of, and shall be enforceable by, all past and present officers and directors of the foregoing insurance a directors’ Company and officers’ liability insurance “tail” any Company Subsidiary and his or “runoff” insurance program her heirs and representatives. The rights of all past and present officers and directors of the Company and any Company Subsidiary under this Section 5.10 are in addition to, and not in substitution for, any other rights to be in effect until the end of indemnification or contribution that any such six (6) year period with respect to wrongful acts and/or omissions committed Person may have by contract, applicable Legal Requirements 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)otherwise.

Directors and Officers Insurance. For six (6a) The articles of incorporation and bylaws of the Surviving Corporation shall contain provisions providing for indemnification and exculpation from liability of directors and officers of the Surviving Corporation that are no less favorable to such directors and officers, taken as a whole, as the corresponding director and officer indemnification provisions set forth in the Corporation’s articles of incorporation, as amended through the date hereof, and bylaws as in effect on the date hereof, and such provisions shall not be amended, repealed or otherwise modified for a period of four (4) years from the date Effective Time in any manner that would adversely affect the rights thereunder 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 individuals who on or prior to the Expiration Date with respect to Effective Time were directors or officers of the Director Corporation, unless such modification is required by Law. (b) The Surviving Corporation shall purchase a tail officers’ and any other persons directors’ liability insurance policy covering those Persons who are currently covered on the date of this Agreement by the Corporation’s directors’ and officers’ liability insurance policy. Notwithstanding the foregoing, in the event that Corporation or any policy (a copy 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 which 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 been heretofore delivered to the occurrence of such event purchase in lieu of Parent) (the foregoing insurance a directors’ and officers’ liability insurance “tail” or “runoff” insurance program to be in effect until Indemnified Parties”) that will cover, on substantially 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 same basis as the Corporation’s existing directors and officers current liability policiespolicy, claims against the retention amount Indemnified Parties relating to events occurring on or before the Effective Time; provided under the aggregate premium for such tail policy or policies shall does not exceed 200% of the retention amount under annual premium for the Corporation’s existing directors’ and officers’ liability policies insurance policy. If the aggregate premium of such tail liability policy does exceed 200% of the annual premium for the Corporation’s existing directors’ and officers’ liability insurance policy, the Surviving Corporation shall purchase a policy with the greatest coverage available for a cost not exceeding 200% of such annual premium. (c) The Surviving Corporation and its successors shall indemnify all Indemnified Parties to the fullest extent permitted by the IBCL with respect to all acts and omissions arising out of such individuals’ services as officers, directors, employees or agents of the Corporation or any of its Subsidiaries or as trustees or fiduciaries of any plan for the benefit of employees of the Corporation or any of its Subsidiaries, occurring prior to the Effective Time, including the transactions contemplated by this Agreement. Without limitation of the foregoing, in the event any such Indemnified Party is or becomes involved, in any capacity, in any Claim in connection with any matter, including the transactions contemplated by this Agreement, occurring prior to and including the Effective Time, the Surviving Corporation, from and after the Effective Time, shall pay, as incurred, such Indemnified Party’s reasonable legal and other expenses (including the cost of any investigation 26 and preparation) incurred in connection therewith. Subject to Section 5.7(d) below, the Surviving Corporation shall pay all reasonable expenses, including attorneys’ fees, that may be incurred by any Indemnified Party in enforcing this Section 5.7 or any action involving an Indemnified Party resulting from the transactions contemplated by this Agreement. (d) Any Indemnified Party wishing to claim indemnification under paragraph (a) or (c) of this Section 5.7, upon learning of any such Claim, shall promptly notify the Surviving Corporation thereof. In the event of any such Claim (whether arising before or after the Effective Time), (i) the Surviving Corporation shall have the right, from and after the Effective Time, to assume the defense thereof, and the Surviving Corporation shall not be liable to such Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, (ii) such Indemnified Party shall cooperate in the defense of any such matter and (iii) the Surviving Corporation shall not be liable for any settlement effected without its prior written consent; provided that the Surviving Corporation shall not have any obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such coverage shalldetermination shall have become final, that the indemnification of such Indemnified Party in all the manner contemplated hereby is prohibited by the IBCL or other respectsapplicable Law. The Indemnified Parties shall be third party beneficiaries of, be comparable and entitled to such existing coverage)seek enforcement of, this Section 5.7.

Directors and Officers Insurance. For six (6a) years from the date The Company hereby covenants and agrees that, so long as Indemnitee shall continue to serve as a director or officer of the expiration of Company and thereafter until Indemnitee is permanently no longer subject to any possible Proceeding or subject to any possible Expense or Liability, the current term of its existing Company, subject to Section 2.1(c), shall maintain customary and adequate directors’ and officers’ liability insurance in full force and effect. (b) In all policies of directors’ and officers’ insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s directors or officers most favorably insured by such policy. (c) The Company’s obligation set forth in Section 2.1(a) shall not apply if the “Expiration Date”Company determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are materially disproportionate to the amount and/or scope of coverage provided to the insureds (other than the Company), or the coverage provided by such insurance is materially limited by exclusions so as to provide an insufficient benefit to the insureds (other than the Company). In the event the Company properly relies on the exception to the obligation to continue to maintain directors’ and officers’ insurance set forth in this Section 2.1(c), the Corporation Company shall maintain purchase, prior to the deadline therefor, the maximum “option extension period,” “discovery period” or similar benefit available under the last directors’ and officers’ insurance policy in effect effect, providing to Indemnitee continuing coverage following policy expiration for a premium that is fixed by the current policies terms of such last policy in effect; or, if such coverage may be purchased only by Indemnitee, the Company shall pay directly for, or reimburse Indemnitee for the cost of, Indemnitee’s purchase of such coverage. (d) If, at the time of the receipt by the Company of a notice of a “Claim” as that term or any similar term is defined under any policy of directors’ and officers’ liability insurance maintained by the Corporation (provided that Company, the Corporation may substitute therefor policies with equally reputable and financially sound carriers Company shall give prompt notice 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 commencement of such Claim to the Expiration Date insurer(s) in accordance 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, procedures set forth in the event that Corporation respective policies. The Company shall thereafter take all necessary or any desirable action to cause such insurers to pay, on behalf 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 Indemnitee, all amounts payable as a result 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 Claim in each such case accordance with the Corporation shall immediately prior to the occurrence terms 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 date of the expiration of the current term of its existing directors’ The Company shall maintain directors and officers’ liability officers insurance policies policies, including a tail policy (the “Expiration DateD&O Insurance”)) that are reasonably acceptable in form and substance to each of the Principal Shareholders and the Expedia Shareholder that, on any given date of determination, has 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 right to the Expiration Date nominate a Shareholder Nominee or, with respect to a tail policy, of which, on any given date of determination, a prior Shareholder Nominee remains covered under such tail policy. A Principal Shareholder or the Director Expedia Shareholder entitled at any given time to such approval right may reasonably deem the Company’s D&O Insurance arrangements unacceptable if such arrangements are not customary in amount and terms compared to similarly situated companies, in each case solely as it relates to a Shareholder Nominee of such Principal Shareholder or the Expedia Shareholder or other Affiliates of such Principal Shareholder or the Expedia Shareholder then serving as directors or officers of the Company. (a) The rights of indemnification as provided by the D&O Insurance shall not be deemed exclusive of any other rights to which any Person may at any time be entitled under applicable Law, the constitutional documents, a vote of shareholders or a resolution of disinterested directors, or otherwise. The Company shall not adopt any amendment or alteration to, or repeal of, the constitutional documents the effect of which would be to deny, diminish or encumber any Person’s rights (including the rights of any former director) to indemnification pursuant to the D&O Insurance, the constitutional documents or applicable Law prior to such amendment, alteration or repeal. To the extent that a change in applicable Law, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the constitutional documents and the D&O Insurance, each indemnified person shall enjoy the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy. (b) Each director and officer of the Company shall be covered by the D&O Insurance and any other persons who are currently insurance policy or policies providing liability insurance for directors, managers, officers, employees, agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan, other enterprise or nonprofit entity which such person serves at the request of the Company, and such directors and officers shall be covered by such policy or policies in accordance with its or their terms to the Corporation’s directorsmaximum extent of the coverage available for any such director, manager, officer, employee or agent under such policy or policies. (c) In the event of any payment under the D&O Insurance, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the indemnified party, who shall execute all papers required and use his or her reasonable best efforts to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. (d) The Company hereby acknowledges that certain of the officers and directors of the Company may have rights to indemnification, advancement of expenses and/or insurance provided by QIA, Amex, Expedia and/or certain of their respective Affiliates and their or their Affiliates’ and officers’ liability insurance policyinsurers. Notwithstanding anything to the foregoingcontrary in its constitutional documents, in the event that Corporation Company hereby agrees that, to the fullest extent permitted by Law, the Company: (i) is the indemnitor of first resort (i.e., its or its and its Affiliates’ insurers’ obligations to advance expenses and to indemnify such officers and directors for expenses and liabilities, are primary and any obligation of QIA, Expedia or Amex, or any of its their respective successors Affiliates or assigns (i) consolidates with their or merges into any other person their Affiliates’ insurers to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such officers and directors is not the continuing or surviving corporation or entity of such consolidation or mergersecondary and excess), (ii) transfers shall be required to advance the full amount of expenses incurred by such officers and directors and shall be liable for the full amount of all expenses and liabilities to the extent legally permitted and as required by the terms of the D&O Insurance and the constitutional documents of the Company (or conveys all or substantially all of its properties any other agreement between the Company and assets such officers and directors), without regard to any personrights such officers or directors may have against QIA, Expedia or Amex, or any of their respective Affiliates or their or their Affiliates’ insurers, and, (iii) institutes or has instituted against it a proceeding seeking a judgment irrevocably waives, relinquishes and releases QIA, Expedia and Amex, and any of insolvency or bankruptcy their respective Affiliates and insurers (in their capacity as such) from any and all claims for contribution, subrogation or any other relief under recovery of any bankruptcy kind in respect thereof. The Company further agrees that no advancement or insolvency law payment by QIA, Expedia or other similar law affecting creditors, rights, Amex or a petition any of their respective Affiliates and on behalf of such officers and directors with respect to any claim for which any such officers or directors has sought and is presented for its winding up or liquidation then or (iv) files for dissolutionentitled to indemnification from the Company shall affect the foregoing, and in each the event of any such case advancement or payment, the Corporation Company shall immediately prior promptly reimburse QIA, Expedia or Amex, or any of their respective Affiliates or their or their Affiliates’ insurers, as applicable, and the Person making such advancement or payment shall have a right of contribution and/or be subrogated to the occurrence extent of such event purchase in lieu advancement or payment to all of the foregoing insurance a directors’ and officers’ liability insurance “tail” claims or “runoff” insurance program to be in effect until the end rights of recovery of such six officers and directors against the Company. (6e) year period with respect to wrongful acts and/or omissions committed or allegedly committed at or prior As of the Effective Date, the Company shall have entered into a customary director indemnification agreement in a form reasonably satisfactory to the Expiration Date Principal Shareholders and Expedia (such coverage shall have an aggregate coverage limit over the term “Director Indemnification Agreement”) with each of such policy in an amount not less than the annual aggregate coverage limit under directors then serving on 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)Board of Directors.

Directors and Officers Insurance. For six Indemnification (6a) years from On or before the date Effective Time, at the election of the expiration of Offeror, the current term of its existing Offeror shall either secure, or cause the Company to secure, pre-paid, non-cancellable directors’ and officers’ liability insurance policies for the Company’s present and former directors and officers and those of the Subsidiaries, covering claims made prior to and within six years after the Effective Time, on a “trailing” or “run-off” basis, which policy has scope and coverage substantially equivalent in scope and coverage to that provided by the Company’s current directors’ and officers’ insurance policy, provided that such insurance is available at a one-time cost that is not in excess of 250% of the annual cost to the Company of the Company’s current directors’ and officers’ insurance policy. (b) From and after the “Expiration Date”)Effective Time, the Corporation shall Offeror agrees to maintain in effect place the current policies insurance policy referenced in Section 6.1(a) of this Agreement and agrees not to take any action, or to cause the Company to take any action, to terminate such 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 indemnity agreements in place for the current 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 former directors and officers liability policiesof the Company and its Subsidiaries, and the Offeror shall cause the Company (or its successor) to indemnify the current and former directors and officers of the Company and its Subsidiaries to the fullest extent to which the Offeror and the Company are permitted to indemnify such directors and officers under their respective charters, by laws, contracts of indemnity and under applicable Law from all claims in connection with the Company and transactions contemplated under this Agreement following the completion of the Offer and will not amend the provisions of the Company’s constating documents that provide for such indemnification in any material respects. (c) The provisions of this Section 6.1 are intended to be for the benefit of, and will be enforceable by, each individual referred to therein, his or her heirs and successors and his or her legal representatives and, for such purpose, the retention amount provided under such policy or policies Company hereby confirms that it is acting as agent on their behalf. Furthermore, the provisions of this Section 6.1 shall not exceed survive 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)termination of this Agreement.

Directors and Officers Insurance. For (a) The Surviving Corporation and its Subsidiaries shall (and Purchaser shall cause the Surviving Corporation and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all indemnification agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Persons”), true, complete and correct copies of which have been provided to Purchaser prior to the Closing. (b) In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, Surviving Corporation and its Subsidiaries (and Purchaser shall cause Surviving Corporation and its Subsidiaries to) cause the Organizational Documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions contained in the Organizational Documents of the Company and its Subsidiaries as of the date hereof and during such six (6) years from 6)-year period, such provision shall not be repealed, amended or otherwise modified in any manner that would adversely affect the date rights of those Persons thereunder, in each case, except as required by applicable Law; provided, that there shall be no obligation of any successor or permitted assign of the expiration Surviving Corporation or any of its Subsidiaries to amend any of its Organizational Documents to comply with this Section 8.6(b). (c) Prior to the Effective Time, at Purchaser’s sole cost and expense, the Company may purchase a six (6)‑year “tail” prepaid policy on the D&O Insurance at up to 200% of the current term annual premium policy. If such option is not available, then Purchaser shall at Closing purchase, at its sole cost expense, a tail policy providing those Persons who are currently covered by the Company or any of its existing Subsidiaries’ directors’ and officers’ liability insurance policies with coverage in amount and scope not less favorable than the Company’s existing coverage for an aggregate period of not less than six (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 advantageous6) covering acts or omissions occurring at or prior to the Expiration Date years with respect to claims arising from facts or events that occurred on or before the Director and any other persons who are Closing Date; provided, however, that Purchaser shall not be required to expend more than 200% of the annual premium amount currently covered expended by the Corporation’s directors’ and officers’ liability insurance policy. Notwithstanding Company for coverage as of the foregoing, in date of this Agreement. (d) If Purchaser or the event that Surviving Corporation or any of its respective successors or assigns shall (i) consolidates consolidate with or merges merge into any other person Person and is shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys transfer 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 case, proper provisions shall be made so that the successors and assigns of the surviving corporation or entity shall assume all of the obligations of Purchaser and the Surviving Corporation set forth in this Section 8.6; provided, however, that there shall immediately be no obligation of any successor or assign to amend its Organizational Documents. (e) The obligations set forth in this Section 8.6 shall not be terminated, amended or otherwise modified in any manner that adversely affects any Indemnified Person (or any other person who is a beneficiary under the D&O Insurance or the “tail” policy referred to in Section 8.6(c) (and their heirs and Representatives)) without the prior to the occurrence written consent of such event purchase affected Indemnified Person or other person who is a beneficiary under the D&O Insurance or the “tail” policy referred to in lieu Section 8.6(c) (and their heirs and Representatives). Each of the foregoing insurance Indemnified Persons or other persons who are beneficiaries under the D&O Insurance or the “tail” policy referred to in Section 8.6(c) (and their heirs and Representatives) are intended to be third party beneficiaries of this Section 8.6, with full rights of enforcement as if a party thereto. The rights of the Indemnified Persons (and other persons who are beneficiaries under the D&O Insurance or the “tail” policy referred to in Section 8.6(c) (and their heirs and Representatives)) under this Section 8.6 shall be in addition to, and not in substitution for, any other rights that such persons may have under the Organizational Documents, any and all indemnification agreements of or entered into by the Company or any of its Subsidiaries or applicable Law (whether at Law or in equity). (f) The Liability of Purchaser, the Surviving Corporation and their respective Subsidiaries under this Section 8.6 shall be joint and several. (g) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ liability insurance “tail” claims under any policy that is or “runoff” insurance program to be has been in effect until the end of such six (6) year period existence with respect to wrongful acts and/or omissions committed the Company or allegedly committed at any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 8.6 is not prior to the Expiration Date (or in substitution for any 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 claims 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)policies.

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’ and officers’ liability 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 and as in effect from time to time. The Company shall promptly notify Indemnitee of any material changes in such coverage shall, in all other respects, be comparable to such existing insurance coverage).