Common use of Directors' Indemnification Clause in Contracts

Directors' Indemnification. (a) Unless Conning, Beacon and the Board agree that such insurance as described herein cannot be obtained at commercially reasonable rates, the Company shall obtain and cause to be maintained in effect, with financially sound insurers, a policy of directors' and officers' liability insurance covering each of the directors of the Company, including, without limitation, the Conning Designee, the Beacon Designee, the X'Xxxxxxx Designee, the RBC Designee and any TCI Non-Voting Observer, Xxxxxxx Non-Voting Observer, Conning Non-Voting Observer, Beacon Non-Voting Observer, or RBC Non-Voting Observer in an amount of at least $3 million per occurrence and $5 million in the aggregate. (b) The Certificate, By-laws and other organizational documents of the Company and each of its Subsidiaries shall at all times, to the fullest extent permitted by law, provide for indemnification of, advancement of expenses to and limitation of the personal liability of the members of the Board and the members of the boards of directors or other similar managing bodies of each of the Company's Subsidiaries and such other persons, if any, who, pursuant to a provision of such Certificates, By-laws or other organizational documents, exercise or perform any of the powers or duties otherwise conferred or imposed upon members of the Board or the boards of directors or other similar managing bodies of each of the Company's Subsidiaries. Any TCI Non-Voting Observer , Conning Non-Voting Observer, Beacon Non-Voting Observer, RBC Non-Voting Observer and Xxxxxxx Non-Voting Observer shall be entitled to indemnification from the Company to the maximum extent permitted by law as though he or she were a director of the Company and any of its Subsidiaries. Such provisions may not be amended, repealed or otherwise modified in any manner adverse to any member of the Board or any member of the boards of directors or other similar managing bodies of any of the Company's Subsidiaries, until at least six years following the latest date that any Shareholder is entitled to designate or nominate any director or designee pursuant to Section 3.1. (c) Each of the Conning Directors, Conning Designee, Beacon Directors, Beacon Designee, X'Xxxxxxx Director, X'Xxxxxxx Designee, RBC Director, RBC Designee, the Agreed Director, the TCI Director, the Xxxxxxx Director (if one) and any TCI Non-Voting Observer, Conning Non-Voting Observer, Beacon Non-Voting Observer, RBC Non-Voting Observer and Xxxxxxx Non-Voting Observer is intended to be a third-party beneficiary of the obligations of the Company pursuant to this Section 3.7, and the obligations of the Company pursuant to this Section 3.7 shall be enforceable by each Conning Director, Conning Designee, Beacon Director, Beacon Designee, X'Xxxxxxx Director, X'Xxxxxxx Designee, RBC Director, RBC Designee, the Agreed Director, the TCI Director, the Xxxxxxx Director (if one) and any TCI Non-Voting Observer, Conning Non-Voting Observer, Beacon Non-Voting Observer, RBC Non-Voting Observer and Xxxxxxx Non-Voting Observer.

Directors' Indemnification. (a) Unless Conning, Beacon and the Board agree that such insurance as described herein cannot be obtained at commercially reasonable rates, the The Company shall obtain and cause to be maintained in effect, with financially sound insurers, a policy of directors' and officers' liability insurance covering each member of the directors of the CompanyBoard, including, without limitation, the Conning Designee, the each Beacon Designee, the X'Xxxxxxx Designee, the RBC Designee and any TCI Non-Voting Observer, Xxxxxxx Non-Voting Observer, Conning Non-Voting Observer, Beacon Non-Voting Observer, or RBC each Non-Voting Observer in an amount of at least $3 million per occurrence occurance and $5 million in the aggregate. (b) The CertificateRestated Articles, By-laws and other organizational documents of the Company and each of its Subsidiaries shall at all times, to the fullest extent permitted by law, provide for indemnification of, advancement of expenses to to, and limitation of the personal liability of of, the members of the Board and each committee thereof, and the members of the boards of directors or other similar managing bodies of each of the Company's Subsidiaries and such other persons, if any, who, pursuant to a provision of such CertificatesRestated Articles, By-laws or other organizational documents, exercise or perform any of the powers or duties otherwise conferred or imposed upon members of the Board and each committee thereof, or the boards of directors or other similar managing bodies of each of the Company's Subsidiaries. Any TCI Non-Voting Observer , Conning Non-Voting Observer, Beacon Non-Voting Observer, RBC Non-Voting Observer and Xxxxxxx Non-Voting Observer shall be entitled to indemnification from the Company to the maximum extent permitted by law as though he or she were a director an officer or agent of the Company and or any of its Subsidiaries. Such provisions may not be amended, repealed or otherwise modified in any manner adverse to any member of the Board or any committee thereof, or any member of the boards of directors or other similar managing bodies of any of the Company's Subsidiaries, until at least six years following the latest date that any Shareholder Beacon is no longer entitled to designate or nominate any director Beacon Director, Beacon Designee or designee pursuant to Section 3.1Non-Voting Observer. (c) Each member of the Conning Directors, Conning DesigneeBoard, Beacon Directors, Beacon Designee, X'Xxxxxxx Director, X'Xxxxxxx Designee, RBC Director, RBC Designee, the Agreed Director, the TCI Director, the Xxxxxxx Director (if one) Designee and any TCI Non-Voting Observer, Conning Non-Voting Observer, Beacon Non-Voting Observer, RBC Non-Voting Observer and Xxxxxxx Non-Voting Observer is intended to be a third-party beneficiary of the obligations of the Company pursuant to this Section 3.7, and the obligations of the Company pursuant to this Section 3.7 shall be enforceable by each Conning Director, Conning Designeemember of the Board, Beacon Director, Beacon Designee, X'Xxxxxxx Director, X'Xxxxxxx Designee, RBC Director, RBC Designee, the Agreed Director, the TCI Director, the Xxxxxxx Director (if one) Designee and any TCI Non-Voting Observer, Conning Non-Voting Observer, Beacon Non-Voting Observer, RBC Non-Voting Observer and Xxxxxxx Non-Voting Observer.

Directors' Indemnification. (a) Unless Conning, Beacon and the Board agree that such insurance as described herein cannot be obtained at commercially reasonable rates, the The Company shall obtain and cause to be maintained in effect, with financially sound insurers, a policy of directors' ’ and officers' ’ liability insurance covering each of the directors members of the Company, including, without limitation, the Conning Designee, the Beacon Designee, the X'Xxxxxxx Designee, the RBC Designee and any TCI Non-Voting Observer, Xxxxxxx Non-Voting Observer, Conning Non-Voting Observer, Beacon Non-Voting Observer, or RBC Non-Voting Observer Board in an amount of at least $3 million per occurrence 5,000,000 or more and $5 million in upon such terms as shall be determined by the aggregateBoard. (b) The Certificatearticles of incorporation, By-laws bylaws and other organizational documents of the Company and each of its Subsidiaries shall at all times, to the fullest extent permitted by law, provide for indemnification of, advancement of expenses to to, and limitation of the personal liability of of, the members of the Board and the members of the boards of directors or other similar managing bodies of each of the Company's ’s Subsidiaries and such other persons, if any, who, pursuant to a provision of such Certificatesarticles of incorporation, By-laws bylaws or other organizational documents, exercise or perform any of the powers or duties otherwise conferred or imposed upon members of the Board or the boards of directors or other similar managing bodies of each of the Company's Subsidiaries. Any TCI Non-Voting Observer , Conning Non-Voting Observer, Beacon Non-Voting Observer, RBC Non-Voting Observer and Xxxxxxx Non-Voting Observer shall be entitled to indemnification from the Company to the maximum extent permitted by law as though he or she were a director of the Company and any of its ’s Subsidiaries. Such provisions may not be amended, repealed or otherwise modified in any manner adverse to any member of the Board or any member of the boards of directors or other similar managing bodies of any of the Company's ’s Subsidiaries, until at least six years following the latest later of (i) the date that any Shareholder neither the GSCP Parties (or a GSCP Governance Rights Assignee, if applicable) nor the Providence Parties (or a Providence Governance Rights Assignee, if applicable) is entitled to designate or nominate any director and (ii) the date that Xx. XxXxxxxx ceases to be a member of the Board or designee pursuant to Section 3.1a member of the board of directors or other similar managing body of any of the Company’s Subsidiaries. (c) Each member of the Conning Directors, Conning Designee, Beacon Directors, Beacon Designee, X'Xxxxxxx Director, X'Xxxxxxx Designee, RBC Director, RBC Designee, the Agreed Director, the TCI Director, the Xxxxxxx Director (if one) and any TCI Non-Voting Observer, Conning Non-Voting Observer, Beacon Non-Voting Observer, RBC Non-Voting Observer and Xxxxxxx Non-Voting Observer Board is intended to be a third-party beneficiary of the obligations of the Company pursuant to this Section 3.7, and the obligations of the Company pursuant to this Section 3.7 shall be enforceable by each Conning Director, Conning Designee, Beacon Director, Beacon Designee, X'Xxxxxxx Director, X'Xxxxxxx Designee, RBC Director, RBC Designee, member of the Agreed Director, the TCI Director, the Xxxxxxx Director (if one) and any TCI Non-Voting Observer, Conning Non-Voting Observer, Beacon Non-Voting Observer, RBC Non-Voting Observer and Xxxxxxx Non-Voting ObserverBoard.

Directors' Indemnification. (a) Unless Conning, Beacon and the Board agree that such insurance as described herein cannot be obtained at commercially reasonable rates, the The Company shall obtain and cause to be maintained in effect, with financially sound insurers, a policy of directors' and officers' liability insurance covering each of the directors members of the Company, Board (including, without limitation, the Conning Designeeeach Beacon Director, the each Beacon Designee, the X'Xxxxxxx Designee, the RBC Designee each Stratford Director and any TCI Non-Voting Observer, Xxxxxxx Non-Voting Observer, Conning Non-Voting Observer, Beacon Non-Voting Observer, or RBC Non-Voting Observer each Hoak Xxxector) in an amount of at least $3 million 3,000,000 per occurrence and $5 million in the aggregateoccurrence. (b) The Certificate, By-laws and other organizational documents of the Company and each of its Subsidiaries shall at all times, to the fullest extent permitted by law, provide for indemnification of, advancement of expenses to to, and limitation of the personal liability of of, the members of the Board and the members of the boards of directors or other similar managing bodies of each of the Company's Subsidiaries and such other persons, if any, who, pursuant to a provision of such Certificates, By-laws or other organizational documents, exercise or perform any of the powers or duties otherwise conferred or imposed upon members of the Board or the boards of directors or other similar managing bodies of each of the Company's Subsidiaries. Any TCI Non-Voting Observer , Conning Non-Voting Observer, Beacon Non-Voting Observer, RBC Non-Voting Observer and Xxxxxxx Non-Voting Observer shall be entitled to indemnification from the Company to the maximum extent permitted by law as though he or she were a director of the Company and any of its Subsidiaries. Such provisions may not be amended, repealed or otherwise modified in any manner adverse to any member of the Board or any member of the boards of directors or other similar managing bodies of any of the Company's Subsidiaries, until at least six years following the latest date that any Shareholder Beacon is no longer entitled to designate or nominate any director Beacon Director or designee pursuant to Section 3.1Beacon Designee. (c) Each of the Conning Directorsmembers of the Board (including, Conning Designeewithout limitation, the Beacon Directors, Beacon DesigneeDesignees, X'Xxxxxxx Director, X'Xxxxxxx Designee, RBC Director, RBC Designee, the Agreed Director, the TCI Director, the Xxxxxxx Stratford Director (if oneand Hoak Xxxector) and any TCI Non-Voting Observer, Conning Non-Voting Observer, Beacon Non-Voting Observer, RBC Non-Voting Observer and Xxxxxxx each Non-Voting Observer is intended to be a third-party beneficiary of the obligations of the Company pursuant to this Section 3.73.8, and the obligations of the Company pursuant to this Section 3.7 3.8 shall be enforceable by each Conning Director, Conning Designee, Beacon Director, Beacon Designee, X'Xxxxxxx Director, X'Xxxxxxx Designee, RBC Director, RBC Designee, the Agreed Director, the TCI Director, the Xxxxxxx Director (if one) and any TCI Non-Voting Observer, Conning Non-Voting Observer, Beacon Non-Voting Observer, RBC Non-Voting Observer and Xxxxxxx Non-Voting Observersuch individual.

Directors' Indemnification. (a) Unless Conning, Beacon and the Board agree that such insurance as described herein cannot be obtained at commercially reasonable rates, the The Company shall obtain and cause to be maintained in effect, with financially sound insurers, a policy of directors' and officers' liability insurance covering each of the directors of the Company, including, without limitation, the Conning Designee, the Beacon Designee, the X'Xxxxxxx Designee, the RBC Designee and any TCI Non-Voting Observer, Xxxxxxx Non-Voting Observer, Conning Non-Voting Observer, Beacon Non-Voting Observer, or RBC Non-Voting Observer Directors in an amount of at least $3 million per occurrence 10,000,000 or more and $5 million in upon such terms as shall be determined by the aggregateBoard. (b) The Certificatecertificate of incorporation, Byby-laws and other organizational documents of the Company and each of its Subsidiaries shall at all times, to the fullest extent permitted by law, provide for indemnification of, advancement of expenses to to, exculpation of, and limitation of the personal liability of of, the members of the Board Directors and the members of the boards of directors or other similar managing bodies of each of the Company's Subsidiaries and such other persons, if any, who, pursuant to a provision of such Certificatescertificate of incorporation, Byby-laws or other organizational documents, exercise or perform any of the powers or duties otherwise conferred or imposed upon members of the Board Directors or the boards of directors or other similar managing bodies of each of the Company's Subsidiaries. Any TCI Non-Voting Observer , Conning Non-Voting Observer, Beacon Non-Voting Observer, RBC Non-Voting Observer and Xxxxxxx Non-Voting Observer shall be entitled to indemnification from the Company to the maximum extent permitted by law as though he or she were a director of the Company and any of its Subsidiaries. Such provisions may not be amended, repealed or otherwise modified in any manner adverse to any member of the Board Director or any member of the boards of directors or other similar managing bodies of any of the Company's Subsidiaries, until at least six years following the latest later of (i) the date that any Shareholder is the GSCP Parties are no longer entitled to designate or nominate any director or designee pursuant a Director, (ii) the date that the TRP Parties are no longer entitled to Section 3.1designate a Director and (iii) the date that Kennedy is no longer entitled to designate a Director. (cx) Xxx determinations required to be made with respect to whether any Director may be entitled to indemnification will, if requested by such Director, be made by independent legal counsel selected by such Director and reasonably satisfactory to the Company. (d) In the event of any Litigation involving a Director or Directors, such Director(s) shall be entitled to control the defense thereof with one counsel of such Director's own choosing reasonably acceptable to the Company and the Company shall cooperate in the defense thereof and bear the expense of such counsel. (e) Each of the Conning Directors, Conning Designee, Beacon Directors, Beacon Designee, X'Xxxxxxx Director, X'Xxxxxxx Designee, RBC Director, RBC Designee, the Agreed Director, the TCI Director, the Xxxxxxx Director (if one) and any TCI Non-Voting Observer, Conning Non-Voting Observer, Beacon Non-Voting Observer, RBC Non-Voting Observer and Xxxxxxx Non-Voting Observer is intended to be a third-party beneficiary of the obligations of the Company pursuant to this Section 3.73.6, and the obligations of the Company pursuant to this Section 3.7 3.6 shall be enforceable by each Conning such Director, Conning Designee, Beacon Director, Beacon Designee, X'Xxxxxxx Director, X'Xxxxxxx Designee, RBC Director, RBC Designee, the Agreed Director, the TCI Director, the Xxxxxxx Director (if one) and any TCI Non-Voting Observer, Conning Non-Voting Observer, Beacon Non-Voting Observer, RBC Non-Voting Observer and Xxxxxxx Non-Voting Observer.

Directors' Indemnification. (a) Unless Conning, Beacon and the Board agree that such insurance as described herein cannot be obtained at commercially reasonable rates, the The Company shall obtain and cause to be maintained in effect, with financially sound insurers, a policy of directors' and officers' liability insurance covering each member of the directors of the Company, including, without limitation, the Conning Designee, the Beacon Designee, the X'Xxxxxxx Designee, the RBC Designee and any TCI Non-Voting Observer, Xxxxxxx Non-Voting Observer, Conning Non-Voting Observer, Beacon Non-Voting Observer, or RBC Non-Voting Observer Board in an amount of at least One Million Dollars ($3 million 1,000,000) per occurrence and Three Million Dollars ($5 million 3,000,000) in the aggregate. (b) The CertificateCertificate of Incorporation, By-laws and other organizational documents of the Company and each of its Subsidiaries shall at all times, to the fullest extent permitted by law, provide for indemnification of, advancement of expenses to to, and limitation of the personal liability of of, the members of the Board and each committee thereof, and the members of the boards of directors or other similar managing bodies of each of the Company's Subsidiaries and such other persons, if any, who, pursuant to a provision of such CertificatesCertificate of Incorporation, By-laws or other organizational documents, exercise or perform any of the powers or duties otherwise conferred or imposed upon members of the Board and each committee thereof, or the boards of directors or other similar managing bodies of each of the Company's Subsidiaries. Any TCI Non-Voting Observer , Conning Non-Voting Observer, Beacon Non-Voting Observer, RBC Non-Voting Observer and Xxxxxxx Non-Voting Observer shall be entitled to indemnification from the Company to the maximum extent permitted by law as though he or she were a director of the Company and any of its Subsidiaries. Such provisions may not be amended, repealed or otherwise modified in any manner adverse to any member of the Board or any committee thereof, or any member of the boards of directors or other similar managing bodies of any of the Company's Subsidiaries, until at least six years one (1) year following the latest last to occur of the following: (i) the date that any Shareholder MAS is no longer entitled to designate a MAS Director; (ii) the date that PRWW is no longer entitled to designate a PRWW Director; (iii) the date that Xxxxxx is no longer entitled to designate or nominate any director or designee pursuant Xxxxxx Director; (iv) the date that the Preferred A Shareholders are no longer entitled to Section 3.1designate a Preferred A Shareholder Director; and (v) the date that the Preferred B Shareholders are no longer entitled to designate a Preferred B Shareholder Director. (c) Each of the Conning Directors, Conning Designee, Beacon Directors, Beacon Designee, X'Xxxxxxx Director, X'Xxxxxxx Designee, RBC Director, RBC Designee, the Agreed Director, the TCI Director, the Xxxxxxx Director (if one) and any TCI Non-Voting Observer, Conning Non-Voting Observer, Beacon Non-Voting Observer, RBC Non-Voting Observer and Xxxxxxx Non-Voting Observer is intended to be a third-party beneficiary of the obligations of the Company pursuant to this Section 3.7, and the obligations of the Company pursuant to this Section 3.7 shall be enforceable by each Conning Director, Conning Designee, Beacon Director, Beacon Designee, X'Xxxxxxx Director, X'Xxxxxxx Designee, RBC Director, RBC Designee, the Agreed Director, the TCI Director, the Xxxxxxx Director (if one) and any TCI Non-Voting Observer, Conning Non-Voting Observer, Beacon Non-Voting Observer, RBC Non-Voting Observer and Xxxxxxx Non-Voting Observer.

Directors' Indemnification. (a) Unless Conning, Beacon and the Board agree that such insurance as described herein cannot be obtained at commercially reasonable rates, the The Company shall obtain and cause to be maintained in effect, with financially sound insurers, a policy of directors' and officers' liability insurance covering each of the directors of the Company, including, without limitation, the Conning GECC Designee, the Beacon Permal Designee, Hxxxxx and the X'Xxxxxxx Designee, the RBC Designee Joint Designees (and any TCI Non-Voting Observer, Xxxxxxx Non-Voting Observer, Conning Non-Voting Observer, Beacon Non-Voting Observer, or RBC Non-Voting Observer their respective successors) in an amount of at least $3 million per occurrence and $5 million in 15,000,000 or such other amount the aggregateBoard shall specify (as such amount shall be increased from time to time at the request of GECC). (b) The Certificate, By-laws and other organizational documents of the Company and each of its Subsidiaries shall at all times, to the fullest extent permitted by law, provide for indemnification of, advancement of expenses to to, and limitation of the personal liability of of, the members of the Board and the members of the boards of directors or other similar managing bodies of each of the Company's Subsidiaries and such other persons, if any, who, pursuant to a provision of such Certificates, By-laws or other organizational documents, exercise or perform any of the powers or duties otherwise conferred or imposed upon members of the Board or the boards of directors or other similar managing bodies of each of the Company's Subsidiaries. Any TCI Non-Voting Observer , Conning Non-Voting Observer, Beacon Non-Voting Observer, RBC Non-Voting Observer and Xxxxxxx Non-Voting Observer shall be entitled to indemnification from the Company to the maximum extent permitted by law as though he or she were a director of the Company and any of its Subsidiaries. Such provisions may not be amended, repealed or otherwise modified in any manner adverse to any member of the Board or any member of the boards of directors or other similar managing bodies of any of the Company's Subsidiaries, until at least six years following the latest date that any Shareholder is entitled to designate or nominate any director or designee pursuant to Section 3.1termination of this Agreement. (c) Each of the Conning Directors, Conning Designee, Beacon Directors, Beacon Designee, X'Xxxxxxx Director, X'Xxxxxxx Designee, RBC Director, RBC GECC Designee, the Agreed DirectorPermal Designee, Hxxxxx and the TCI Director, the Xxxxxxx Director (if one) and any TCI Non-Voting Observer, Conning Non-Voting Observer, Beacon Non-Voting Observer, RBC Non-Voting Observer and Xxxxxxx Non-Voting Observer Joint Designees is intended to be a third-party beneficiary of the obligations of the Company pursuant to this Section 3.72.4, and the obligations of the Company pursuant to this Section 3.7 2.4 shall be enforceable by each Conning Director, Conning Designee, Beacon Director, Beacon Designee, X'Xxxxxxx Director, X'Xxxxxxx Designee, RBC Director, RBC the GECC Designee, the Agreed DirectorPermal Designee, Hxxxxx and the TCI Director, the Xxxxxxx Director (if one) and any TCI Non-Voting Observer, Conning Non-Voting Observer, Beacon Non-Voting Observer, RBC Non-Voting Observer and Xxxxxxx Non-Voting ObserverJoint Designees.

Directors' Indemnification. (a) Unless Conning, Beacon and the Board agree that such insurance as described herein cannot be obtained at commercially reasonable rates, the The Company shall obtain and cause to be maintained in effect, with financially sound insurers, a policy of directors' and officers' liability insurance covering each of the directors members of the Company, Board (including, without limitation, the Conning Designeeeach Beacon Director, the each Beacon Designee, the X'Xxxxxxx Designee, the RBC Designee and any TCI Non-Voting Observer, Xxxxxxx Non-Voting Observer, Conning Non-Voting Observer, Beacon Non-Voting Observer, or RBC Non-Voting Observer each Stratford Director) in an amount of at least $3 million 3,000,000 per occurrence and $5 million in the aggregateoccurrence. (b) The Certificate, By-laws and other organizational documents of the Company and each of its Subsidiaries shall at all times, to the fullest extent permitted by law, provide for indemnification of, advancement of expenses to to, and limitation of the personal liability of of, the members of the Board and the members of the boards of directors or other similar managing bodies of each of the Company's Subsidiaries and such other persons, if any, who, pursuant to a provision of such Certificates, By-laws or other organizational documents, exercise or perform any of the powers or duties otherwise conferred or imposed upon members of the Board or the boards of directors or other similar managing bodies of each of the Company's Subsidiaries. Any TCI Non-Voting Observer , Conning Non-Voting Observer, Beacon Non-Voting Observer, RBC Non-Voting Observer and Xxxxxxx Non-Voting Observer shall be entitled to indemnification from the Company to the maximum extent permitted by law as though he or she were a director of the Company and any of its Subsidiaries. Such provisions may not be amended, repealed or otherwise modified in any manner adverse to any member of the Board or any member of the boards of directors or other similar managing bodies of any of the Company's Subsidiaries, until at least six years following the latest date that any Shareholder Beacon is no longer entitled to designate or nominate any director Beacon Director or designee pursuant to Section 3.1Beacon Designee. (c) Each of the Conning Directorsmembers of the Board (including, Conning Designeewithout limitation, the Beacon Directors, Beacon Designee, X'Xxxxxxx Designees and Stratford Director, X'Xxxxxxx Designee, RBC Director, RBC Designee, the Agreed Director, the TCI Director, the Xxxxxxx Director (if one) and any TCI Non-Voting Observer, Conning Non-Voting Observer, Beacon Non-Voting Observer, RBC Non-Voting Observer and Xxxxxxx each Non-Voting Observer is intended to be a third-party beneficiary of the obligations of the Company pursuant to this Section 3.7, and the obligations of the Company pursuant to this Section 3.7 shall be enforceable by each Conning Director, Conning Designee, Beacon Director, Beacon Designee, X'Xxxxxxx Director, X'Xxxxxxx Designee, RBC Director, RBC Designee, the Agreed Director, the TCI Director, the Xxxxxxx Director (if one) and any TCI Non-Voting Observer, Conning Non-Voting Observer, Beacon Non-Voting Observer, RBC Non-Voting Observer and Xxxxxxx Non-Voting Observer.Section

Directors' Indemnification. (a) Unless ConningFor a period of at least six years after the Closing Date, Beacon the Company shall obtain and cause to be maintained in effect, with financially sound insurers, either (i) the current policy of directors’ and officers’ liability insurance maintained by the Company (provided that the Company may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous in any material respect to the insured parties thereunder) with respect to claims arising from facts or events that occurred at or before the Closing Date (including consummation of the the Investment and the Board agree Restructuring), or (ii) a run-off (i.e., “tail”) policy or endorsement with respect to the current policy of directors’ and officers’ liability insurance covering claims asserted within six years after the Closing Date arising from facts or events that occurred at or before the Closing Date (including consummation of the Investment and the Restrucutring); and such insurance policies or endorsements shall name as described herein cannot be obtained at commercially reasonable rates, insureds thereunder all present and former directors and officers of the Company or any of its Subsidiaries. (b) The Company shall obtain and cause to be maintained in effect, with financially sound insurers, a policy of directors' ’ and officers' ’ liability insurance covering each all present and former directors and officers of the directors Company or any of its Subsidiaries and, to the Company, including, without limitationextent available, the Conning Designee, the Beacon Designee, the X'Xxxxxxx Designee, the RBC Designee Telmex Observers (and any TCI Non-Voting Observer, Xxxxxxx Non-Voting Observer, Conning Non-Voting Observer, Beacon Non-Voting Observer, or RBC Non-Voting Observer their respective successors) in an amount and upon such terms as are reasonably acceptable to the Investors. The Company shall enter into indemnification agreements in customary form with each member of at least $3 million per occurrence the Board of Directors and $5 million in the aggregateeach Telmex Observer. (bc) The CertificateCertificate of Incorporation, By-laws and other organizational documents of the Company and each of its Subsidiaries shall at all times, to the fullest extent permitted by law, provide for indemnification of, advancement of expenses to to, and limitation of the personal liability of, present and former directors and officers of the members of the Board Company, and the present and former members of the boards of directors or other similar managing bodies of each of the Company's ’s Subsidiaries and such other persons, if any, who, pursuant to a provision of such CertificatesCertificate of Incorporation, By-laws or other organizational documents, exercise or perform any of the powers or duties otherwise conferred or imposed upon members of the Board or the boards of directors or other similar managing bodies of each of the Company's Subsidiaries. Any TCI Non-Voting Observer , Conning Non-Voting Observer, Beacon Non-Voting Observer, RBC Non-Voting Observer and Xxxxxxx Non-Voting Observer shall be entitled to indemnification from the Company to the maximum extent permitted by law as though he or she were a director of the Company and any of its ’s Subsidiaries. Such provisions may not be amended, repealed or otherwise modified in any manner adverse to any member present or former directors and officers of the Board Company or any present or former member of the boards of directors or other similar managing bodies of any of the Company's ’s Subsidiaries, until at least six years following the latest date that any Shareholder is entitled to designate or nominate any director or designee pursuant to Section 3.1termination of this Agreement. (cd) Each member of the Conning Board of Directors, Conning Designee, Beacon Directors, Beacon Designee, X'Xxxxxxx Director, X'Xxxxxxx Designee, RBC Director, RBC Designee, each officer of the Agreed Director, the TCI Director, the Xxxxxxx Director (if one) Company and any TCI Non-Voting Observer, Conning Non-Voting Observer, Beacon Non-Voting Observer, RBC Non-Voting Observer and Xxxxxxx Non-Voting each Telmex Observer is intended to be a third-party beneficiary of the obligations of the Company pursuant to this Section 3.72.9, and the obligations of the Company pursuant to this Section 3.7 2.9 shall be enforceable by each Conning Director, Conning Designee, Beacon Director, Beacon Designee, X'Xxxxxxx Director, X'Xxxxxxx Designee, RBC Director, RBC Designeethe members of the Board of Directors, the Agreed Directorofficers of the Company or the Telmex Observers, the TCI Director, the Xxxxxxx Director (if one) and any TCI Non-Voting Observer, Conning Non-Voting Observer, Beacon Non-Voting Observer, RBC Non-Voting Observer and Xxxxxxx Non-Voting Observeras applicable.

Directors' Indemnification. (a) Unless ConningFor a period of at least six years after the Closing Date, Beacon the Company shall obtain and cause to be maintained in effect, with financially sound insurers, either (i) the current policy of directors' and officers' liability insurance maintained by the Company (provided that the Company may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous in any material respect to the insured parties thereunder) with respect to claims arising from facts or events that occurred at or before the Closing Date (including consummation of the the Investment and the Board agree Restructuring), or (ii) a run-off (i.e., "tail") policy or endorsement with respect to the current policy of directors' and officers' liability insurance covering claims asserted within six years after the Closing Date arising from facts or events that occurred at or before the Closing Date (including consummation of the Investment and the Restrucutring); and such insurance policies or endorsements shall name as described herein cannot be obtained at commercially reasonable rates, insureds thereunder all present and former directors and officers of the Company or any of its Subsidiaries. (b) The Company shall obtain and cause to be maintained in effect, with financially sound insurers, a policy of directors' and officers' liability insurance covering each all present and former directors and officers of the directors Company or any of its Subsidiaries and, to the Company, including, without limitationextent available, the Conning Designee, the Beacon Designee, the X'Xxxxxxx Designee, the RBC Designee Telmex Observers (and any TCI Non-Voting Observer, Xxxxxxx Non-Voting Observer, Conning Non-Voting Observer, Beacon Non-Voting Observer, or RBC Non-Voting Observer their respective successors) in an amount and upon such terms as are reasonably acceptable to the Investors. The Company shall enter into indemnification agreements in customary form with each member of at least $3 million per occurrence the Board of Directors and $5 million in the aggregateeach Telmex Observer. (bc) The CertificateCertificate of Incorporation, By-laws and other organizational documents of the Company and each of its Subsidiaries shall at all times, to the fullest extent permitted by law, provide for indemnification of, advancement of expenses to to, and limitation of the personal liability of, present and former directors and officers of the members of the Board Company, and the present and former members of the boards of directors or other similar managing bodies of each of the Company's Subsidiaries and such other persons, if any, who, pursuant to a provision of such CertificatesCertificate of Incorporation, By-laws or other organizational documents, exercise or perform any of the powers or duties otherwise conferred or imposed upon members of the Board or the boards of directors or other similar managing bodies of each of the Company's Subsidiaries. Any TCI Non-Voting Observer , Conning Non-Voting Observer, Beacon Non-Voting Observer, RBC Non-Voting Observer and Xxxxxxx Non-Voting Observer shall be entitled to indemnification from the Company to the maximum extent permitted by law as though he or she were a director of the Company and any of its Subsidiaries. Such provisions may not be amended, repealed or otherwise modified in any manner adverse to any member present or former directors and officers of the Board Company or any present or former member of the boards of directors or other similar managing bodies of any of the Company's Subsidiaries, until at least six years following the latest date that any Shareholder is entitled to designate or nominate any director or designee pursuant to Section 3.1termination of this Agreement. (cd) Each member of the Conning Board of Directors, Conning Designee, Beacon Directors, Beacon Designee, X'Xxxxxxx Director, X'Xxxxxxx Designee, RBC Director, RBC Designee, each officer of the Agreed Director, the TCI Director, the Xxxxxxx Director (if one) Company and any TCI Non-Voting Observer, Conning Non-Voting Observer, Beacon Non-Voting Observer, RBC Non-Voting Observer and Xxxxxxx Non-Voting each Telmex Observer is intended to be a third-party beneficiary of the obligations of the Company pursuant to this Section 3.72.9, and the obligations of the Company pursuant to this Section 3.7 2.9 shall be enforceable by each Conning Director, Conning Designee, Beacon Director, Beacon Designee, X'Xxxxxxx Director, X'Xxxxxxx Designee, RBC Director, RBC Designeethe members of the Board of Directors, the Agreed Directorofficers of the Company or the Telmex Observers, the TCI Director, the Xxxxxxx Director (if one) and any TCI Non-Voting Observer, Conning Non-Voting Observer, Beacon Non-Voting Observer, RBC Non-Voting Observer and Xxxxxxx Non-Voting Observeras applicable.