Common use of D&O Insurance Clause in Contracts

D&O Insurance. (a) LSB shall use its commercially reasonable best efforts (and ONSB shall cooperate prior to the Effective Time in these efforts) to maintain in effect for a period of three (3) years after the Effective Time ONSB's existing directors' and officers' liability insurance policy (provided that LSB may substitute therefor (i) policies of at least the same coverage and amounts containing terms and conditions which are substantially no less advantageous or (ii) with the consent of ONSB given prior to the Effective Time, any other policy) with respect to claims arising from facts or events which occurred prior to the Effective Time and covering persons who are currently covered by such insurance; provided, that LSB shall not be obligated to make aggregate premium payments for such three-year period in respect of such policy (or coverage replacing such policy) which exceed, for the portion related to ONSB's directors and officers, 250% of the annual premium payments on ONSB's current policy in effect as of the date of this Agreement (the "Maximum Amount"). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, LSB shall use its commercially reasonable best efforts to maintain the most advantageous policies of directors' and officers' liability insurance obtainable for a premium equal to the Maximum Amount. (b) If the Surviving Bank or any of its successors or assigns shall consolidate with or merge into any other Person and shall not be the continuing or surviving Person of such consolidation or merger or shall transfer all or substantially all of its assets to any Person, then and in each case, proper provision shall be made so that the successors and assigns of the Surviving Bank shall assume the obligations set forth in this Section 8.14.

D&O Insurance. (a) LSB For a period of six years after the Effective Time, Parent shall, and shall use its commercially reasonable best efforts (cause the MLP Group Entities to, honor all rights to indemnification, advancement of expenses, elimination of liability and ONSB shall cooperate exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) now existing in these effortsfavor of the MLP D&O Indemnified Parties as provided in the Governing Documents of any MLP Group Entity, under applicable Delaware Law or otherwise, and shall ensure that the Governing Documents of MLP and MLP General Partner (or their successor entities) to maintain in effect shall, for a period of three six years following the Effective Time, contain provisions no less advantageous with respect to indemnification, advancement of expenses, elimination of liability and exculpation of their present and former directors, officers, employees and agents than are set forth in the Governing Documents of MLP and MLP General Partner as of the Execution Date. (3b) For a period of six years after the Effective Time ONSB's existing Time, Parent shall maintain officers’ and directors' and officers' ’ liability insurance policy (provided that LSB may substitute therefor (i) policies of covering each MLP D&O Indemnified Party who is or at least the same coverage and amounts containing terms and conditions which are substantially no less advantageous or (ii) with the consent of ONSB given prior to the Effective Time, any other policy) with respect to claims arising from facts or events which occurred time prior to the Effective Time and covering persons who are currently was covered by such insurancethe existing officers’ and directors’ liability insurance applicable to the MLP Group Entities (“D&O Insurance”) with respect to acts or omissions, or alleged acts or omissions, occurring or allegedly occurring on or after July 1, 2017 and prior to the Effective Time (whether claims, actions or other Proceedings relating thereto are commenced, asserted or claimed before or after the Effective Time); provided, however, that LSB Parent shall not be obligated required to make aggregate pay an annual premium payments for the D&O Insurance for the MLP D&O Indemnified Parties in excess of 300% of the current annual premium currently paid by the MLP Group Entities for such threeinsurance. In addition, Parent shall maintain in effect the six-year “tail” policy obtained in connection with Alon USA Energy, Inc.’s merger with and into Astro Mergerco, Inc. on June 30, 2017. Parent shall have the right to cause such coverage to be provided under (i) Parent’s corporate officers’ and directors’ liability insurance program or (ii) the applicable D&O Insurance by obtaining a six-year “tail” policy on terms and conditions no less advantageous to the MLP D&O Indemnified Parties than the existing D&O Insurance, and, in either such case, such coverage shall satisfy the provisions of this Section 5.9. (c) The provisions of this Section 5.9 shall survive the consummation of the Merger and the other transactions contemplated by this Agreement for a period of six years and expressly are intended to benefit each of the MLP D&O Indemnified Parties and are enforceable thereby; provided, however, that in the event that any claim or claims for indemnification or advancement set forth in this Section 5.9 are asserted or made within such six-year period, all rights to indemnification and advancement in respect of any such policy (claim or coverage replacing claims shall continue until disposition of all such policy) which exceed, for claims. The rights of any MLP D&O Indemnified Party under this Section 5.9 shall be in addition to any other rights such MLP D&O Indemnified Party may have under the portion related to ONSB's directors and officers, 250% Governing Documents of the annual premium payments on ONSB's current policy in effect as of the date of this Agreement (the "Maximum Amount"). If the amount of the premiums necessary to maintain any MLP Group Entity or procure such insurance coverage exceeds the Maximum Amount, LSB shall use its commercially reasonable best efforts to maintain the most advantageous policies of directors' and officers' liability insurance obtainable for a premium equal to the Maximum Amountapplicable Law. (bd) If In the Surviving Bank event Parent or any of its successors or assigns shall consolidate (i) consolidates with or merge merges into any other Person and shall not be the continuing or surviving Person of entity in such consolidation or merger or shall transfer (ii) transfers all or substantially all of its properties and assets to any Person, then and in each either such case, Parent shall cause proper provision shall to be made so that the its successors and assigns of assigns, as the Surviving Bank case may be, shall assume the obligations set forth in this Section 8.145.9; provided, that no such assumption shall release Parent from its obligations under this Section 5.9.

D&O Insurance. (a) LSB For a period of six years after the Effective Time, Parent shall, and shall use its commercially reasonable best efforts (cause the RRMS Group Entities to, honor all rights to indemnification, advancement of expenses, elimination of liability and ONSB shall cooperate exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) now existing in these effortsfavor of the RRMS D&O Indemnified Parties as provided in the Governing Documents of any RRMS Group Entity, under applicable Delaware Law or otherwise, and shall ensure that the Governing Documents of RRMS and RRMS General Partner (or their successor entities) to maintain in effect shall, for a period of three six years following the Effective Time, contain provisions no less advantageous with respect to indemnification, advancement of expenses, elimination of liability and exculpation of their present and former directors, officers, employees and agents than are set forth in the Governing Documents of RRMS and RRMS General Partner as of the Execution Date. (3b) For a period of six years after the Effective Time ONSB's existing Time, Parent shall maintain officers’ and directors' and officers' ’ liability insurance policy (provided that LSB may substitute therefor (i) policies of with a nationally reputable carrier covering each RRMS D&O Indemnified Party who is or at least the same coverage and amounts containing terms and conditions which are substantially no less advantageous or (ii) with the consent of ONSB given prior to the Effective Time, any other policy) with respect to claims arising from facts or events which occurred time prior to the Effective Time and covering persons who are currently was covered by the existing officers’ and directors’ liability insurance applicable to the RRMS Group Entities (“D&O Insurance”), on terms no less advantageous to the RRMS D&O Indemnified Parties, as applicable, than such insuranceexisting insurance with respect to acts or omissions, or alleged acts or omissions, prior to the Effective Time (whether claims, actions or other Proceedings relating thereto are commenced, asserted or claimed before or after the Effective Time); provided, however, that LSB Parent shall not be obligated required to make aggregate pay an annual premium payments for the D&O Insurance for the RRMS D&O Indemnified Parties in excess of 300% of the current annual premium currently paid by the RRMS Group Entities for such threeinsurance, but shall purchase as much of such coverage as possible for such applicable amount. Parent shall have the right to cause such coverage to be extended under the applicable D&O Insurance by obtaining a six-year “tail” policy on terms and conditions no less advantageous to the RRMS D&O Indemnified Parties than the existing D&O Insurance, and such “tail” policy shall satisfy the provisions of this Section 5.9. (c) The provisions of this Section 5.9 shall survive the consummation of the Merger and the other transactions contemplated by this Agreement for a period of six years and expressly are intended to benefit each of the RRMS D&O Indemnified Parties; provided, however, that in the event that any claim or claims for indemnification or advancement set forth in this Section 5.9 are asserted or made within such six-year period, all rights to indemnification and advancement in respect of any such policy (claim or coverage replacing claims shall continue until disposition of all such policy) which exceed, for claims. The rights of any RRMS D&O Indemnified Party under this Section 5.9 shall be in addition to any other rights such RRMS D&O Indemnified Party may have under the portion related to ONSB's directors and officers, 250% Governing Documents of the annual premium payments on ONSB's current policy in effect as of the date of this Agreement (the "Maximum Amount"). If the amount of the premiums necessary to maintain any RRMS Group Entity or procure such insurance coverage exceeds the Maximum Amount, LSB shall use its commercially reasonable best efforts to maintain the most advantageous policies of directors' and officers' liability insurance obtainable for a premium equal to the Maximum Amountapplicable Law. (bd) If In the Surviving Bank event Parent or any of its successors or assigns shall consolidate (i) consolidates with or merge merges into any other Person and shall not be the continuing or surviving Person of entity in such consolidation or merger or shall transfer (ii) transfers all or substantially all of its properties and assets to any Person, then and in each either such case, Parent shall cause proper provision shall to be made so that the its successors and assigns of assigns, as the Surviving Bank case may be, shall assume the obligations set forth in this Section 8.145.9.

D&O Insurance. (a) LSB shall use its commercially reasonable best efforts (Parent and ONSB shall cooperate Subco agree that all rights to indemnification, advancement of expenses and exculpation by the Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company (each an “D&O Indemnified Party”) as provided in these efforts) to maintain the Company Organization Documents, in each case as in effect for a period on the date of three (3) years after this Agreement, or pursuant to any other Contracts in effect on the date hereof and disclosed in Schedule 6.14, shall be assumed by the Surviving Company in the Merger, without further action, at the Effective Time ONSB's existing directors' and officers' liability shall survive the Merger and shall remain in full force and effect in accordance with their terms, and, in the event that any proceeding is pending or asserted or any claim made during such period, until the final disposition of such proceeding or claim. (b) Prior to the Closing, the Company may obtain and fully pay for “tail” insurance policy policies with a claims period of at least six (provided that LSB may substitute therefor (i6) policies of years from the Effective Time with at least the same coverage and amounts amount and containing terms and conditions which that are substantially no not less advantageous or (ii) with the consent of ONSB given prior to the Effective Time, any other policy) directors and officers of the Company as the Company’s existing policies with respect to claims arising from facts out of or relating to events which occurred before or at the Effective Time (including in connection with the transactions contemplated by this Agreement) (the “D&O Tail Policy”). The Company shall bear the cost of any such D&O Tail Policy, and such costs, to the extent not paid prior to the Effective Time Closing, shall be included in the determination of Company Expenses. During the term of the D&O Tail Policy, Parent shall not (and covering persons who are currently covered by such insuranceshall cause the Surviving Corporation not to) take any action following the Closing to cause the D&O Tail Policy to be cancelled or any provision therein to be amended or waived; provided, that LSB neither Parent, the Surviving Corporation nor any Affiliate thereof shall not be obligated to make aggregate premium payments for such three-year period pay any premiums or other amounts in respect of such policy (or coverage replacing such policy) which exceed, for the portion related to ONSB's directors and officers, 250% of the annual premium payments on ONSB's current policy in effect as of the date of this Agreement (the "Maximum Amount"). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, LSB shall use its commercially reasonable best efforts to maintain the most advantageous policies of directors' and officers' liability insurance obtainable for a premium equal to the Maximum AmountD&O Tail Policy. (bc) If In the event Parent, the Surviving Bank Corporation or any of its their respective successors or assigns shall consolidate (i) consolidates with or merge merges into any other Person and shall not be the continuing or surviving Person of corporation or entity in such consolidation or merger or shall transfer (ii) transfers all or substantially all of its properties and assets to any Person, then then, and in each either such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Bank Corporation, as the case may be, shall assume all of the obligations set forth in this Section 8.146.14. The agreements and covenants contained herein shall not be deemed to be exclusive of any other rights to which any D&O Indemnified Party is entitled, whether pursuant to Law, Contract or otherwise. Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or its officers, directors and employees, it being understood and agreed that the indemnification provided for in this Section 6.14 is not prior to, or in substitution for, any such claims under any such policies.

D&O Insurance. (a) LSB For a period of six years after the Effective Time, ACMP and ACMP General Partner shall, and shall use its commercially reasonable best efforts (cause the WPZ Group Entities to, honor all rights to indemnification, advancement of expenses, elimination of liability and ONSB shall cooperate exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) now existing in these effortsfavor of the WPZ D&O Indemnified Parties as provided in the Governing Documents of any WPZ Group Entity, under applicable Delaware Law, or otherwise, and shall ensure that the Governing Documents of WPZ and WPZ General Partner (or their successor entities) to maintain in effect shall, for a period of three (3) six years following the Effective Time, contain provisions substantially no less advantageous with respect to indemnification, advancement of expenses, elimination of liability and exculpation of their present and former directors, officers, employees and agents than are set forth in the Governing Documents of WPZ and WPZ General Partner as of the Execution Date. For a period of six years after the Effective Time ONSB's existing directors' and officers' liability insurance policy (provided that LSB may substitute therefor (i) policies of at least the same coverage and amounts containing terms and conditions which are substantially no less advantageous or (ii) with the consent of ONSB given prior to the Effective Time, any other policy) with respect ACMP and the ACMP General Partner shall, and shall cause the ACMP Group Entities to, honor all rights to claims arising indemnification, advancement of expenses, elimination of liability, and exculpation from facts liabilities for acts or events which occurred omissions occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) now existing in favor of the ACMP D&O Indemnified Parties as provided in the Governing Documents of any ACMP Group Entity, under applicable Delaware Law, or otherwise, and covering persons who are currently covered by such insurance; provided, shall ensure that LSB shall not be obligated to make aggregate premium payments for such three-year period in respect the Governing Documents of such policy ACMP and ACMP General Partner (or coverage replacing such policytheir successor entities) which exceedshall, for a period of six years following the portion related Effective Time, contain provisions substantially no less advantageous with respect to ONSB's directors indemnification, advancement of expenses, elimination of liability and exculpation of their present and former directors, officers, 250% employees and agents than are set forth in the Governing Documents of the annual premium payments on ONSB's current policy in effect ACMP and ACMP General Partner as of the date of this Agreement (the "Maximum Amount"). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, LSB shall use its commercially reasonable best efforts to maintain the most advantageous policies of directors' and officers' liability insurance obtainable for a premium equal to the Maximum AmountExecution Date. (b) If For a period of six years after the Surviving Bank Effective Time, ACMP shall maintain officers’ and directors’ liability insurance with a nationally reputable carrier covering each WPZ D&O Indemnified Party and ACMP D&O Indemnified Party who is or at any time prior to the Effective Time was covered by the existing officers’ and directors’ liability insurance applicable to the WPZ Group Entities and ACMP Group Entities, as applicable (“D&O Insurance”), on terms substantially no less advantageous to the WPZ D&O Indemnified Parties and the ACMP D&O Indemnified Parties, as applicable, than such existing insurance with respect to acts or omissions, or alleged acts or omissions, prior to the Effective Time (whether claims, actions or other Proceedings relating thereto are commenced, asserted or claimed before or after the Effective Time); provided, however, that ACMP shall not be required to pay (i) an annual premium for the D&O Insurance for the WPZ D&O Indemnified Parties in excess of 300% of the current annual premium currently paid by the WPZ Group Entities for such insurance and (ii) an annual premium for the D&O Insurance for the ACMP D&O Indemnified Parties in excess of 300% of the current annual premium currently paid by the ACMP Group Entities for such insurance, but in each such case shall purchase as much of such coverage as possible for such applicable amount. ACMP shall have the right to cause such coverage to be extended under the applicable D&O Insurance by obtaining a six-year “tail” policy on terms and conditions no less advantageous to the WPZ D&O Indemnified Parties and the ACMP D&O Indemnified Parties, as applicable, than the existing D&O Insurance, and such “tail” policy shall satisfy the provisions of this Section 5.9. (c) The provisions of this Section 5.9 shall survive the consummation of the Merger, the GP Merger and the other transactions contemplated by this Agreement for a period of six years and expressly are intended to benefit each of the WPZ D&O Indemnified Parties and ACMP D&O Indemnified Parties; provided, however, that in the event that any claim or claims for indemnification or advancement set forth in this Section 5.9 are asserted or made within such six-year period, all rights to indemnification and advancement in respect of any such claim or claims shall continue until disposition of all such claims. The rights of any WPZ D&O Indemnified Party or ACMP D&O Indemnified Party under this Section 5.9 shall be in addition to any other rights such WPZ D&O Indemnified Party or ACMP D&O Indemnified Party, as applicable, may have under the Governing Documents of any WPZ Group Entity or any ACMP Group Entity or applicable Law. (d) In the event ACMP or any of its successors or assigns shall consolidate (i) consolidates with or merge merges into any other Person and shall not be the continuing or surviving Person of entity in such consolidation or merger or shall transfer (ii) transfers all or substantially all of its properties and assets to any Person, then and in each either such case, ACMP shall cause proper provision shall to be made so that the its successors and assigns of assigns, as the Surviving Bank case may be, shall assume the obligations set forth in this Section 8.145.9.

D&O Insurance. (a) LSB shall use its commercially reasonable best efforts (and ONSB shall cooperate prior to the Effective Time in these efforts) to maintain in effect for For a period of three (3) six years after the Effective Time ONSB's existing Time, Buyer shall maintain officers’ and directors' and officers' ’ liability insurance policy (provided that LSB may substitute therefor (i) policies of at least the same coverage and amounts containing terms and conditions which are substantially no less advantageous or (ii) with the consent of ONSB given covering each person who is immediately prior to the Effective Time, or has been at any other policy) with respect time prior to claims arising from facts the Effective Time, an officer or events which occurred director of any of the MLP Group Entities and each person who immediately prior to the Effective Time and covering persons is serving or prior to the Effective Time has served at the request of any of the MLP Group Entities as a director, officer, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other Employee Benefit Plan or Buyer (collectively, the “MLP D&O Indemnified Parties”) who are currently or at any time prior to the Effective Time were covered by the existing officers’ and directors’ liability insurance applicable to the MLP Group Entities (“D&O Insurance”) on terms substantially no less advantageous to the MLP D&O Indemnified Parties than such insurance; providedexisting insurance with respect to acts or omissions, or alleged acts or omissions, prior to the Effective Time (whether claims, actions or other proceedings relating thereto are commenced, asserted or claimed before or after the Effective Time). Such insurance shall (i) not provide for any allocation of the coverage or benefits thereof to any person other than the D&O Indemnified Parties, (ii) provide coverage for the D&O Indemnified Parties substantially identical to that LSB which would be provided under a policy covering only “independent” directors of an entity and (iii) contain a “no rescission” endorsement or the substantive equivalent thereof. Buyer shall not have the right to cause coverage to be obligated to make aggregate premium payments for such threeextended under the D&O Insurance by obtaining a six-year period in respect of “tail” policy on terms and conditions no less advantageous than the existing D&O Insurance, and such “tail” policy (or coverage replacing such policy) which exceed, for shall satisfy the portion related to ONSB's directors and officers, 250% of the annual premium payments on ONSB's current policy in effect as of the date provisions of this Agreement (the "Maximum Amount"). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, LSB shall use its commercially reasonable best efforts to maintain the most advantageous policies of directors' and officers' liability insurance obtainable for a premium equal to the Maximum AmountSection 5.13. (b) If The rights of each MLP D&O Indemnified Party hereunder shall be in addition to any other rights such MLP D&O Indemnified Party may have under the Surviving Bank governing documents of any MLP Group Entity, under applicable Delaware Law, or otherwise. The provisions of this Section 5.13 shall survive the consummation of the Merger and expressly are intended to benefit each of the MLP D&O Indemnified Parties. (c) In the event Buyer or any of its successors or assigns shall consolidate (i) consolidates with or merge merges into any other Person person and shall not be the continuing or surviving Person of entity in such consolidation or merger or shall transfer (ii) transfers all or substantially all of its properties and assets to any Personperson, then and in each either such case, Buyer shall cause proper provision shall to be made so that the its successors and assigns of assigns, as the Surviving Bank case may be, shall assume the obligations set forth in this Section 8.145.13.

D&O Insurance. (a) LSB shall use its commercially reasonable best efforts (and ONSB shall cooperate prior to the Effective Time in these efforts) to maintain in effect for For a period of three six (36) years after commencing from the Effective Time ONSB's existing directors' and officers' liability insurance policy (provided that LSB may substitute therefor (i) policies Closing Date, the certificate of at least incorporation or by-laws of the same coverage and amounts containing terms and conditions which are substantially Company shall contain provisions no less advantageous or (ii) with the consent of ONSB given prior favorable relating to the Effective Time, any other policy) exculpation and indemnification with respect to claims arising from facts or events which occurred actions and omissions occurring prior to and on the Effective Time Closing Date (including in connection with this Agreement and covering persons who the transactions contemplated hereby) than are currently covered by such insurance; provided, that LSB shall not be obligated to make aggregate premium payments for such three-year period set forth in respect of such policy (or coverage replacing such policy) which exceed, for the portion related to ONSB's directors and officers, 250% any of the annual premium payments on ONSB's current policy Company’s certificate of incorporation or by-laws as in effect as of the date of this Agreement (to the "Maximum Amount"). If extent relating to the amount exculpation or indemnification of current or former directors and officers of the premiums necessary Company, which provisions shall be for the benefit of and enforceable by each current or former director or officer of the Company with respect to maintain all losses arising out of any acts or procure such insurance coverage exceeds omissions, in each case, in their respective capacities as officers or directors occurring prior to and on the Maximum Amount, LSB shall use its commercially reasonable best efforts to maintain Closing Date (including in connection with this Agreement and the most advantageous policies of directors' and officers' liability insurance obtainable for a premium equal to the Maximum Amounttransactions contemplated hereby). (b) If At or prior to the Surviving Bank Closing, the Company shall purchase a “tail” policy or extended reporting period providing for the extension of the officers’ and directors’ liability insurance covering the Persons who are presently covered by the Company’s officers’ and directors’ liability insurance policies with respect to actions and omissions occurring prior to and on the Closing Date, from the Company’s current insurance carrier with respect to officers’ and directors’ liability insurance and on terms which are no less favorable to such Persons than the terms of such current insurance in effect for the Company prior to the Closing with respect to any act, omission, breach of any duty or any matter claimed against an officer or director of the Company by reason of him or her serving in such capacity that existed or occurred at or prior to the Closing Date (including in connection with this Agreement or the transactions or actions contemplated hereby) (the “Tail Policy”). The Tail Policy shall provide coverage for a period of six (6) years after the Closing Date; provided, however, that in no event shall the annualized cost for such coverage exceed 110% of the last annual premium paid by the Company for its successors or assigns shall consolidate with or merge into any other Person directors’ and shall officers’ liability insurance policy prior to the date of this Agreement (the “Maximum Premium”). If such insurance coverage cannot be obtained at an annualized cost equal to or less than the continuing or surviving Person Maximum Premium, the Company shall obtain that amount of such consolidation or merger or shall transfer all or substantially all of its assets to any Person, then and in each case, proper provision shall be made so that the successors and assigns of the Surviving Bank shall assume the obligations set forth in coverage required under this Section 8.146.07(b) which is obtainable for an annualized cost equal to the Maximum Premium.

D&O Insurance. (a) LSB For a period of six years after the Second Closing Date, Purchaser shall use its commercially reasonable best efforts (cause NSGP and ONSB shall cooperate NSLP to honor all rights to indemnification, advancement of expenses, elimination of liability and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time Second Closing Date (including the Transactions contemplated by this Agreement) now existing in these effortsfavor of the NSLP D&O Indemnified Parties (as defined below) to maintain as provided in effect the NSGP Constitutive Documents and the NSLP Constitutive Documents, under applicable Delaware law, or otherwise, and shall ensure that the NSGP Constitutive Documents, the NSLP Constitutive Documents, and the Constitutive Documents of the respective successor entities of NSGP and NSLP, shall, for a period of three (3) six years after following the Effective Time ONSB's existing directors' and officers' liability insurance policy (provided that LSB may substitute therefor (i) policies of at least the same coverage and amounts containing terms and conditions which are Second Closing Date, contain provisions substantially no less advantageous or (ii) with the consent of ONSB given prior to the Effective Time, any other policy) with respect to claims arising from facts or events which occurred prior to indemnification, advancement of expenses, elimination of liability and exculpation of their present and former directors than are set forth in the Effective Time NSLP Constitutive Documents and covering persons who are currently covered by such insurance; provided, that LSB shall not be obligated to make aggregate premium payments for such three-year period in respect of such policy (or coverage replacing such policy) which exceed, for the portion related to ONSB's directors and officers, 250% of the annual premium payments on ONSB's current policy in effect NSGP Constitutive Documents as of the date of this Agreement (the "Maximum Amount"). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, LSB shall use its commercially reasonable best efforts to maintain the most advantageous policies of directors' and officers' liability insurance obtainable for a premium equal to the Maximum AmountSecond Closing Date. (b) If For a period of six years after the Surviving Bank Second Closing Date, Purchaser shall cause NSLP to maintain officers’ and directors’ liability insurance with a nationally reputable carrier covering each NSLP D&O Indemnified Party who is or at any of its successors time prior to the Second Closing Date was covered by the existing officers’ and directors’ liability insurance applicable to NSLP or assigns shall consolidate NSGP (“D&O Insurance”), on terms substantially no less advantageous to the NSLP D&O Indemnified Parties than such existing insurance with respect to acts or merge into any omissions, or alleged acts or omissions, prior to the Second Closing Date (whether claims, actions or other Person and proceedings relating thereto are commenced, asserted or claimed before or after the Second Closing Date); provided, however, that Purchaser shall not be required to cause NSLP to pay an annual premium for the continuing D&O Insurance for the NSLP D&O Indemnified Parties in excess of 300% of the current annual premium currently paid by NSLP or surviving Person NSGP, as applicable, for such insurance. Purchaser shall have the right but not the obligation to cause NSLP to cause such coverage to be extended under the applicable D&O Insurance by obtaining a six-year “tail” policy on terms and conditions no less advantageous to the NSLP D&O Indemnified Parties than the existing D&O Insurance, and such “tail” policy shall satisfy the provisions of such consolidation or merger or this Section 4.9. (c) The provisions of this Section 4.9 shall transfer all or substantially all survive the Second Closing Date for a period of its assets six years and expressly are intended to any Personbenefit each of the NSLP D&O Indemnified Parties, then and in each case, proper provision of the NSLP D&O Indemnified Parties shall be made so an intended third-party beneficiary of this Section 4.9; provided, however, that in the successors and assigns of the Surviving Bank shall assume the obligations event that any claim or claims for indemnification or advancement set forth in this Section 8.144.9 are asserted or made within such six-year period, all rights to indemnification and advancement in respect of any such claim or claims shall continue until disposition of all such claims. The rights of any NSLP D&O Indemnified Party under this Section 4.9 shall be in addition to any other rights such NSLP D&O Indemnified Party may have under the NSLP Constitutive Documents, the NSGP Constitutive Documents or applicable law. (d) For purposes of this Section 4.9, “NSLP D&O Indemnified Parties” means any person who is or was, or at any time prior to the Second Closing Date becomes, a director of NSLP or NSGP.

D&O Insurance. Parent will maintain a directors’ and officers’ liability insurance (the “D&O Policy”) in favor of Parent and each Person who is entitled to indemnification as a director, officer or employee of Parent (such Persons, together with Parent, the “Covered Persons”) for actions or circumstances occurring prior to and including the Closing for at least a 36-month period from the date hereof, which D&O Policy will provide coverage to the Covered Persons not less than the existing coverage under, and have other terms not materially less favorable than, the directors’ and officers’ liability insurance coverage presently maintained by Parent. Such D&O Policy will be on a “claims made” basis. If during such 36-month period (a) LSB shall use its commercially reasonable best efforts (and ONSB shall cooperate prior Parent institutes or consents to the Effective Time in these effortsinstitution of any proceeding under any Debtor Relief Law, (b) Parent makes an assignment for the benefit of creditors, (c) Parent applies for or consents to maintain in effect the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for a period it or for all or any material part of three its property, (3d) years after any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the Effective Time ONSB's existing directors' and officers' liability insurance policy application or consent of Parent, (provided that LSB may substitute therefor (ie) policies any proceeding under any Debtor Relief Law relating to Parent or to all or any material part of at least the same coverage and amounts containing terms and conditions which are substantially no less advantageous or (ii) with its property is instituted without the consent of ONSB given prior Parent or (f) Parent otherwise determines to alter the terms of its D&O Policy to provide coverage materially less favorable to the Effective TimeCovered Persons than the directors’ and officers’ liability insurance coverage presently maintained by Parent, any other policyParent will purchase an extended reporting period endorsement under such D&O Policy (the “D&O Tail”) with respect to claims arising from facts or events which occurred prior to the Effective Time and covering persons who are currently covered by such insurance; provided, that LSB shall not be obligated to make aggregate premium payments for such three-year period in respect of such policy (or coverage replacing such policy) which exceed, for the portion related Covered Persons in a form acceptable to ONSB's directors and officersBuyer, 250% of which will provide the annual premium payments on ONSB's current policy in effect as of Covered Persons with coverage for 36 months from the date of this Agreement (the "Maximum Amount"). If the amount purchase of the premiums necessary to maintain or procure such D&O Tail of not less than the existing coverage under, and have other terms not materially less favorable to, the Covered Persons than the directors’ and officers’ liability insurance coverage exceeds the Maximum Amount, LSB shall use its commercially reasonable best efforts to maintain the most advantageous policies of directors' and officers' liability insurance obtainable for a premium equal to the Maximum Amountpresently maintained by Parent. (b) If the Surviving Bank or any of its successors or assigns shall consolidate with or merge into any other Person and shall not be the continuing or surviving Person of such consolidation or merger or shall transfer all or substantially all of its assets to any Person, then and in each case, proper provision shall be made so that the successors and assigns of the Surviving Bank shall assume the obligations set forth in this Section 8.14.

D&O Insurance. (a) LSB shall use its commercially reasonable best efforts During the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will (and ONSB shall cooperate Parent will cause the Surviving Corporation to) maintain in effect directors’ and officers’ liability, employment practices liability and fiduciary liability insurance covering the Indemnified Persons and the other natural persons insured by the Company Group’s directors’ and officers’ liability, employment practices liability and fiduciary liability insurance in effect as of the Closing (such persons, “Insured Persons” and such insurance the “Current Insurance”) in respect of acts, omissions, facts, circumstances and other matters existing or occurring at or prior to the Effective Time in these effortson terms and conditions, including limits and retentions, no less favorable to the Insured Persons than the Current Insurance; provided, however, that the aggregate annual premium for such insurance shall not exceed three hundred percent (300%) to maintain in effect of the premium for the Current Insurance (the “Maximum Amount”); provided further, that if such insurance is not available or the aggregate annual premium for such insurance exceeds the Maximum Amount, then the Surviving Corporation shall obtain the most coverage available for a period of three (3) years after cost not exceeding the Effective Time ONSB's existing directors' and officers' liability insurance policy (provided that LSB may substitute therefor (i) policies of Maximum Amount. Without limiting the foregoing, at least the same coverage and amounts containing terms and conditions which are substantially no less advantageous or (ii) with the consent of ONSB given prior to the Effective Time, any (i) Parent may substitute therefore (and require the Company to obtain, in which case the Company shall obtain), at the sole cost and expense of the Surviving Corporation, and (ii) if Parent does not so require, the Company may obtain, directors’ and officers’ liability, employment practices liability and fiduciary liability “tail” insurance covering the Insured Persons in respect of acts, omissions, facts, circumstances and other policy) with respect to claims arising from facts matters existing or events which occurred occurring at or prior to the Effective Time on terms and covering persons who are currently covered by conditions, including limits and retentions, no less favorable to the Insured Persons than the Current Insurance; provided that the aggregate premium for such insurance; provided, that LSB “tail” insurance shall not be obligated to make aggregate exceed the Maximum Amount (and if the premium payments for such three-year period in respect of such policy (or coverage replacing such policy) which exceed, for the portion related to ONSB's directors and officers, 250% of the annual premium payments on ONSB's current policy in effect as of the date of this Agreement (the "Maximum Amount"). If the amount of the premiums necessary to maintain or procure such “tail” insurance coverage exceeds would exceed the Maximum Amount, LSB then the Company shall use its commercially reasonable best efforts to maintain obtain the most advantageous policies of directors' and officers' liability insurance obtainable coverage available for a premium equal to cost not exceeding the Maximum Amount). (b) If the Surviving Bank or any of its successors or assigns shall consolidate with or merge into any other Person and shall not be the continuing or surviving Person of such consolidation or merger or shall transfer all or substantially all of its assets to any Person, then and in each case, proper provision shall be made so that the successors and assigns of the Surviving Bank shall assume the obligations set forth in this Section 8.14.

D&O Insurance. (a) LSB From and after the Closing until the date that is six (6) years after the Closing Date, Purchaser shall use its commercially reasonable best efforts (cause the Acquired Companies to, and ONSB shall cooperate the Acquired Companies shall, maintain in effect the provisions regarding indemnification, advancement of expenses and exculpation from liability as set forth in the certificate of incorporation, articles of association, bylaws or other organizational documents of the Acquired Companies that have been made available to Purchaser prior to the Effective Time date hereof, which provisions shall not be amended, repealed or otherwise modified in these effortsany manner that would reasonably be expected to adversely affect the rights thereunder (if any) of any past or present officer or director of any Acquired Company (each, a “D&O Indemnitee”) without his/her written consent except to the extent required by applicable Legal Requirement; provided that, from and after the Closing, all rights of the D&O Indemnitees to and regarding such indemnification, advancement of expenses and exculpation from liability shall be mandatory rather than permissive. For the avoidance of doubt, Xxxxxxxxx shall cause the Acquired Companies to maintain in effect such provisions for any claim made by a period D&O Indemnitee prior to the expiration of three the sixth (36th) anniversary of the Closing until such claim has been finally resolved. (b) At or prior to the Closing, Seller shall, at Seller’s sole cost and expense, obtain six (6)-year irrevocable and non-cancellable directors’ and officers’ liability, employment practices liability and fiduciary liability “tail” insurance covering the D&O Indemnitees and any other natural persons who are covered by the directors’ and officers’ liability, employment practices liability and fiduciary liability insurance maintained by or for the benefit of the Acquired Companies in effect as of the Closing (such persons “Insured Persons” and such insurance “Current Insurance”), with respect to any actual or alleged error, misstatement, misleading statement, act, omission, circumstance, event, neglect, breach of duty or any other matter claimed against an Insured Person, in each case, that actually or allegedly existed or occurred at or prior to the Closing (including in connection with the approval or execution of any Transaction Document or the Transactions, or arising out of, relating to or resulting from any Transaction Document and the Transactions), on terms and conditions, including limits and retentions, substantially equivalent to the Current Insurance with respect to Insured Persons; provided that if such “tail” insurance is not reasonably available, then Seller, at Seller’s sole cost and expense, shall obtain the most advantageous coverage that is reasonably available. Purchaser shall cause the Acquired Companies to, and the Acquired Companies shall, maintain such “tail” insurance in full force and effect from and after the Closing and shall not, and shall cause the Acquired Companies not to, amend the terms and conditions of such “tail” insurance in any manner that may be adverse to the Insured Persons. (c) With respect to any indemnification obligations of the Acquired Companies pursuant to this Section 7.4, Purchaser acknowledges and agrees that: (i) the Acquired Companies shall be the indemnitors of first resort with respect to all indemnification obligations of the Acquired Companies pursuant to this Section 7.4 (i.e., their obligations to an applicable D&O Indemnitee are primary, and any obligation of any other Person to advance expenses or to provide indemnification and/or insurance for the same expenses or liabilities incurred by such D&O Indemnitee are secondary) and (ii) Purchaser shall cause the Acquired Companies to, and the Acquired Companies shall, irrevocably waive, relinquish and release Seller or any of its Affiliates from any and all claims for contribution, subrogation or any other recovery of any kind in respect thereof; provided that nothing in this Agreement is intended to relieve, or shall be construed as relieving, any insurer of its obligations under any insurance policy. (d) If, following the Closing until the date that is six (6) years after the Effective Time ONSB's existing directors' and officers' liability insurance policy (provided that LSB may substitute therefor Closing Date, Purchaser or any Acquired Company or any of their respective successors or assigns: (i) policies shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of at least the same coverage and amounts containing terms and conditions which are substantially no less advantageous such consolidation or merger or (ii) with shall transfer all or substantially all of its properties and assets to any Person, then, in each such case, proper provision shall be made to ensure that the consent successors and assigns of ONSB given prior to Purchaser or such Acquired Company or any of its respective successors or assigns, as the Effective Timecase may be, shall assume all of the respective obligations set forth in this Section 7.4. (e) The rights of the D&O Indemnitees under this Section 7.4 shall be in addition to, and not in substitution for, any other policy) with respect to claims arising from facts or events which occurred prior to rights such D&O Indemnitee may have under the Effective Time and covering persons who are currently covered by such insurance; provided, that LSB shall not be obligated to make aggregate premium payments for such three-year period in respect of such policy (or coverage replacing such policy) which exceed, for the portion related to ONSB's directors and officers, 250% organizational documents of the annual premium payments on ONSB's current policy Acquired Companies, or under any applicable contracts or Legal Requirements, and Purchaser shall cause each of the Acquired Companies to, and the Acquired Companies shall, honor and perform under all indemnification agreements entered into by the Acquired Companies as in effect as of the date of this Agreement (the "Maximum Amount"). If the amount of the premiums necessary Agreement, which have been made available to maintain or procure such insurance coverage exceeds the Maximum Amount, LSB shall use its commercially reasonable best efforts to maintain the most advantageous policies of directors' and officers' liability insurance obtainable for a premium equal Purchaser prior to the Maximum Amountdate hereof. (bf) If The obligations of Purchaser and the Surviving Bank or any of its successors or assigns shall consolidate with or merge into any other Person and Acquired Companies under this Section 7.4 shall not be terminated, amended or modified in any manner so as to adversely affect any D&O Indemnitee (including such Person’s successors, heirs and legal representatives) to whom this Section 7.4 applies without the continuing or surviving Person written consent of such consolidation or merger or shall transfer all or substantially all of its assets affected D&O Indemnitee (it being expressly agreed that the D&O Indemnitee to any Person, then and in each case, proper provision whom this Section 7.4 applies shall be made so that the third-party beneficiaries of this Section 7.4, and this Section 7.4 shall be enforceable by such D&O Indemnitee and their respective successors, heirs and legal representatives and shall be binding on all successors and assigns of the Surviving Bank shall assume the obligations set forth in this Section 8.14Purchaser and each Acquired Company).

D&O Insurance. (a) LSB shall use its commercially reasonable best efforts (and ONSB shall cooperate At or prior to the Effective Time Closing, the Company shall purchase and prepay in these effortsfull all premiums, at the sole cost of the Company, a directors’ and officers’ liability insurance tail policy that (i) to maintain in effect provides for a period of three not less than six years immediately following the Closing, coverage (3comparable to such existing policies) years after the Effective Time ONSB's existing directors' for all Persons and officers' liability insurance policy (provided that LSB may substitute therefor (i) policies of at least the same coverage and amounts containing terms and conditions which are substantially no less advantageous or (ii) with the consent of ONSB given prior to the Effective Time, any other policy) with respect to claims arising from facts or events which occurred prior to the Effective Time and covering persons Entities who are currently covered by such insurance; provided, that LSB shall not be obligated to make aggregate premium payments for such three-year period in respect of such the Company’s existing directors’ and officers’ liability policy (or coverage replacing such policy) which exceed, for the portion related to ONSB's including all existing directors and officers, 250% officers of the annual premium payments on ONSB's current policy in effect as Company) and (ii) includes coverage for matters occurring prior to the Closing Date (the “Tail Policy”); provided that none of Parent, Merger Sub, or any of their respective Affiliates will have any obligation to pay any premiums or otherwise incur any cost or expense with respect to the Tail Policy from and after the Closing. The pre-Closing directors and officers of the date of this Agreement (Company will be named as an additional insured under the "Maximum Amount"). If Tail Policy to the amount of the premiums extent necessary to maintain or procure such insurance coverage exceeds implement the Maximum Amount, LSB shall use its commercially reasonable best efforts to maintain the most advantageous policies of directors' and officers' liability insurance obtainable for a premium equal to the Maximum Amountforegoing provisions. (b) If Parent agrees that, for a period of six years after the Closing, it shall cause the Surviving Bank Entity to maintain rights to indemnification, advancement of expenses, and exculpation in favor of each Person who is now, or has been at any time prior to the Closing Date, an officer or director of the Company, that are at least as favorable as those maintained by the Company as of immediately prior to the Closing Date, unless otherwise required by applicable Law. (c) For a period of six years after the Closing, the obligations of Parent under this Section 6.9 will not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 6.9 applies. In the event Parent or the Surviving Entity, or any of its their respective successors or assigns shall consolidate consolidates with or merge merges into any other Person and shall will not be the continuing or surviving Person of entity in such consolidation or merger or shall transfer all or substantially all of its assets to any Personmerger, then and in each case, proper provision Parent shall be made so that cause the successors and or assigns of Purchaser or the Surviving Bank shall Entity, as applicable, to expressly assume the obligations set forth in this Section 8.146.9.

D&O Insurance. (a) LSB For a period of six years after the OP Merger Effective Time, the Surviving Entities shall, and BNL shall use its commercially reasonable best efforts (cause the Surviving Entities to, honor all rights to indemnification, advancement of expenses, elimination of liability and ONSB shall cooperate exculpation from liabilities for acts or omissions occurring at or prior to the OP Merger Effective Time (including the transactions contemplated by this Agreement) now existing in these effortsfavor of the D&O Indemnified Parties as provided in the Governing Documents of any BRE Group Entity or any Blocker Corp, under applicable Law or otherwise. Any right of a D&O Indemnified Party pursuant to this Section 6.9(a) to maintain in effect for a period of three (3) years after the Effective Time ONSB's existing directors' and officers' liability insurance policy (provided that LSB may substitute therefor (i) policies of at least the same coverage and amounts containing terms and conditions which are substantially no less advantageous or (ii) with the consent of ONSB given prior to the Effective Time, any other policy) with respect to claims arising from facts or events which occurred prior to the Effective Time and covering persons who are currently covered by such insurance; provided, that LSB shall not be obligated to make aggregate premium payments for such three-year period amended, repealed, terminated or otherwise modified at any time in respect a manner that would adversely affect the rights of such policy (or coverage replacing D&O Indemnified Party as provided herein, and shall be enforceable by such policy) which exceedD&O Indemnified Party and their respective heirs and Representatives against BNL, for the portion related to ONSB's directors Surviving Entity and officers, 250% of the annual premium payments on ONSB's current policy in effect as of the date of this Agreement (the "Maximum Amount"). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, LSB shall use its commercially reasonable best efforts to maintain the most advantageous policies of directors' their respective successors and officers' liability insurance obtainable for a premium equal to the Maximum Amountassigns. (b) If BRE shall purchase, prior to the Surviving Bank Closing, at BRE’s cost and expense, a “tail” policy providing employees’, fiduciaries’, trustees’, directors’ and officers’ liability insurance coverage (the “D&O Tail”) for a period of six (6) years after the OP Merger Effective Time for the benefit of the D&O Indemnified Parties who are covered by any of BRE’s employees’, fiduciaries’, trustees’, directors’ and officers’ liability insurance policies as of the date hereof or at the OP Merger Effective Time, with respect to matters occurring prior to the OP Merger Effective Time. (c) The provisions of this Section 6.9 shall survive the consummation of the Mergers and the other transactions contemplated by this Agreement for a period of six years and expressly are intended to benefit each of the D&O Indemnified Parties; provided, however, that in the event that any claim or claims for indemnification or advancement set forth in this Section 6.9 are asserted or made within such six-year period, all rights to indemnification and advancement in respect of any such claim or claims shall continue until disposition of all such claims. (d) In the event BNL or any of its successors or assigns shall consolidate (i) consolidates with or merge merges into any other Person and shall not be the continuing or surviving Person of entity in such consolidation or merger or shall transfer (ii) transfers all or substantially all of its properties and assets to any Person, then and in each either such case, BNL shall cause proper provision shall to be made so that the its successors and assigns of assigns, as the Surviving Bank case may be, shall assume the obligations set forth in this Section 8.146.9.

D&O Insurance. (a) LSB The Purchaser shall use its commercially reasonable best efforts (and ONSB shall cooperate prior to cause the Effective Time in these efforts) Company to maintain in effect “tail” insurance coverage (“Tail Coverage”) with an insurer with the same or better credit rating as the current carrier the Company has as of the date hereof for a period of three six (36) years after from the Effective Time ONSB's existing directors' and officers' liability insurance policy (provided that LSB may substitute therefor (i) policies of at least the same coverage and amounts containing terms and conditions which are substantially no less advantageous or (ii) with the consent of ONSB given prior to the Effective Time, any other policy) Closing with respect to claims arising from facts or events which occurred prior to the Effective Time and covering persons who are currently covered by such insurance; provided, that LSB shall not be obligated to make aggregate premium payments for such three-year period in respect policies of such policy (or coverage replacing such policy) which exceed, for the portion related to ONSB's directors directors’ and officers, 250% of the annual premium payments on ONSB's current policy ’ liability insurance and fiduciary liability insurance in effect as of the date of this Agreement hereof (the "Maximum Amount"). If “Existing D&O Policy”) maintained by the amount of Company and/or its Subsidiaries covering matters arising on or before the premiums necessary to maintain or procure such insurance coverage exceeds Closing; provided that the Maximum Amount, LSB Purchaser shall use its commercially reasonable best efforts to maintain the most advantageous policies of directors' negotiate and officers' liability insurance obtainable for a premium equal purchase such Tail Coverage upon Closing and provide reasonably satisfactory evidence to the Maximum AmountSellers of the purchase and funding of **** Confidential Treatment has been requested for certain redacted provisions of this exhibit. The redacted provisions are identified by asterisks and enclosed by brackets. The confidential portions have been filed separately with the Securities and Exchange Commission such Tail Coverage in connection with the Closing. Such Tail Coverage shall be on terms with respect to coverage and in amounts no less favorable than those of the Existing D&O Policy and shall be for the benefit of those Persons covered by the Existing D&O Policy. All costs and expenses related to the Tail Coverage shall be payable by the Purchaser, and no amount of such costs and expenses related to the Tail Coverage shall be included in the calculation of Transaction Expenses. (b) If Effective upon the Surviving Bank Closing, the Company, for itself and on behalf of each of its Subsidiaries and their respective successors and assigns, hereby releases and forever discharges each Seller and its, his or her direct or indirect equityholders, controlling Persons, controlling Affiliates and Representatives (and any Representatives of any of its successors the foregoing), in each case solely in their capacities as such, of and from any and all actions, causes of action, suits and liabilities relating to or assigns arising out of (i) any actual or alleged breach of any fiduciary duty or (ii) any rights or claims accruing to any of them relating to or arising out of such Seller’s ownership of the Company or such Seller’s Company Shares that shall consolidate with have arisen on or merge into any other Person and prior to the Closing Date. Notwithstanding the foregoing, this Section 7.8(b) shall not be the continuing operate as a release or surviving Person compromise of such consolidation any obligations of any Seller under this Agreement or merger or shall transfer all or substantially all of its assets under any agreement entered into pursuant to any Person, then and in each case, proper provision shall be made so that the successors and assigns of the Surviving Bank shall assume the obligations set forth in this Section 8.14Agreement.

D&O Insurance. (a) LSB The Surviving Corporation shall use its commercially reasonable best efforts (and ONSB shall cooperate honor any obligation of the Acquired Companies that exists immediately prior to the Effective Time to indemnify and hold harmless the present and former officers and directors of the Acquired Companies and of the Company Subsidiaries (the "Indemnified Persons") in these efforts) respect of acts or omissions occurring prior to maintain in effect for a period of three (3) years after the Effective Time ONSB's existing to the extent required by the applicable State Corporation Laws and the certificate or articles of incorporation of the applicable Acquired Company or Company Subsidiary, in effect on the date hereof, subject to any limitation imposed from time to time under applicable law; provided, that, neither the Surviving Corporation nor any of the Acquired Companies or Company Subsidiaries shall be obligated to indemnify or hold harmless Xxxxxx with respect to any acts or omissions for which Xxxxxx has agreed to indemnify or hold harmless EFI and its Affiliates pursuant to Section 10.02; and provided, further, that, any obligation of the Surviving Corporation or any of the Acquired Companies or Company Subsidiaries to indemnify and hold harmless an Indemnified Person in accordance with this Section 6.07 shall not relieve or otherwise diminish Xxxxxx'x obligations to indemnify and hold harmless EFI and its Affiliates pursuant to Section 10.02. Immediately following the Effective Time, EFI shall cause to remain in effect, if applicable, the current policies of directors' and officers' liability insurance policy maintained by the Acquired Companies or any Company Subsidiary (provided that LSB EFI may substitute therefor (i) policies of at least the same coverage and amounts containing terms and conditions which are substantially no less advantageous or (ii) with the consent of ONSB given prior to the Effective Time, any other policyadvantageous) with respect to claims arising from facts or events which occurred prior to at or before the Effective Time Time, and covering persons who are currently covered by EFI shall maintain such insurancecoverage for a period of three (3) years after the Effective Time; provided, that LSB that, in no event shall not EFI be obligated required to make aggregate premium payments for such three-expend in any one year period in respect excess of such policy (or coverage replacing such policy) which exceed, for the portion related to ONSB's directors and officers, 250125% of the annual premium payments on ONSB's currently paid by the Acquired Companies and the Company Subsidiaries for such coverage, which current policy in effect as of the date of this Agreement (the "Maximum Amount"). If the premium amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, LSB shall use its commercially reasonable best efforts to maintain the most advantageous policies of directors' and officers' liability insurance obtainable for a premium equal to the Maximum Amount. (b) If the Surviving Bank or any of its successors or assigns shall consolidate with or merge into any other Person and shall not be the continuing or surviving Person of such consolidation or merger or shall transfer all or substantially all of its assets to any Person, then and in each case, proper provision shall be made so that the successors and assigns of the Surviving Bank shall assume the obligations is set forth in this Section 8.14on the Disclosure Schedule.

D&O Insurance. For six years after the Effective Time, the ------------- Surviving Corporation (aor an Affiliate thereof) LSB shall use its commercially reasonable best efforts (maintain in effect Headlands' current directors' and ONSB shall cooperate officers' liability insurance covering acts or omissions occurring prior to the Effective Time in these efforts) with respect to maintain in effect for a period of three (3) years after the Effective Time ONSB's existing those persons who are currently covered by Headlands' directors' and officers' liability insurance policy (provided that LSB may substitute therefor (i) policies of at least the same coverage and amounts containing on terms and conditions which are substantially no less advantageous or (ii) with the consent of ONSB given prior to the Effective Time, any other policy) with respect to claims arising from facts or events which occurred prior to the Effective Time such coverage and covering persons who are currently covered by such insurance; provided, that LSB shall not be obligated to make aggregate premium payments for such three-year period in respect amount no less favorable than those of such policy (or coverage replacing such policy) which exceed, for in effect on the portion related to ONSB's directors and officers, 250date hereof so long as the annual premium therefor is not in excess of 150% of the aggregate premiums paid by Headlands in 1998 on an annualized basis for such purpose (which aggregate premium on an annualized basis has been Previously Disclosed by Headlands), but if the annual premium payments on ONSB's current policy in effect therefor so exceeds such amount, the Surviving Corporation (or an Affiliate thereof) will obtain as of the date of this Agreement (the "Maximum Amount"). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, LSB shall use its commercially reasonable best efforts to maintain the most advantageous policies of much directors' and officers' liability insurance obtainable as can be obtained for the remainder of such period for a premium equal to not in excess of 150% of the Maximum Amount. (b) If aggregate premiums paid by Headlands in 1998 on an annualized basis for such purpose; provided that the Surviving Bank Corporation (or any of its successors or assigns shall consolidate with or merge into any other Person and shall not be the continuing or surviving Person of such consolidation or merger or shall transfer all or substantially all of its assets to any Person, then and in each case, proper provision shall be made so that the successors and assigns an Affiliate thereof) may -------- substitute therefor policies of the Surviving Bank Corporation or its Affiliates containing terms with respect to coverage and amount no less favorable to such directors or officers; provided, further, that if the existing or substituted -------- ------- directors' and officers' liability insurance expires, is terminated or canceled the Surviving Corporation (or an Affiliate thereof) shall assume obtain directors' and officers' liability insurance with respect to coverage and amounts no less favorable than those of such policy in effect on the obligations set forth date hereof for the remainder of the six-year period so long as the annual premium therefor is not in this Section 8.14excess of 150% of the aggregate premiums paid by Headlands in 1998 on an annualized basis for such purpose, but if the Surviving Corporation (or an Affiliate thereof) cannot obtain such coverage for a premium not in excess of such amount, the Surviving Corporation (or an Affiliate thereof) shall obtain as much directors' and officers' liability insurance as can be obtained for the remainder of such period for a premium not in excess of 150% of the aggregate premiums paid by Headlands in 1998 on an annualized basis for such purpose.

D&O Insurance. (a) LSB shall use For so long as BPO remains a reporting issuer under Canadian securities laws, the Offerors will ensure that BPO continues to maintain in effect the directors’, officers’ and employees’ liability insurance in place as of the date hereof with terms, conditions, retentions and limits of liability that are no less advantageous than the coverage provided under BPO’s and its commercially reasonable best efforts subsidiaries’ existing policies as of the date hereof (and, for the avoidance of doubt, covering both present and ONSB shall cooperate former directors and officers). If BPO ceases to be a reporting issuer under Canadian securities laws prior to the date that is five years from the Effective Date and the insurance referred to in the previous sentence is not maintained for the remainder of such five-year period, the Offerors will cause BPO to purchase and maintain for the period from the Effective Date until five years after the Effective Date, on a “trailing” or “run-off” basis, a directors’ and officers’ insurance policy for all present and former directors and officers of BPO, covering claims in respect of acts or omissions in their capacity as directors or officers of BPO occurring prior to the Effective Time in these efforts) Date made prior to maintain in effect for a period of three (3) or within five years after the Effective Time ONSB's existing directors' and officers' liability insurance policy (provided that LSB may substitute therefor (i) policies of at least the same coverage and amounts containing Date, on terms and conditions which are substantially no less advantageous or (ii) with the consent of ONSB given prior comparable to those applicable to the Effective Time, any other policy) with respect to claims arising from facts or events which occurred prior to the Effective Time and covering persons who are currently covered by such insurance; provided, that LSB shall not be obligated to make aggregate premium payments for such three-year period in respect of such policy (or coverage replacing such policy) which exceed, for the portion related to ONSB's current directors and officers, 250% officers of the annual premium payments on ONSB's current policy in effect as of the date of this Agreement (the "Maximum Amount"). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, LSB shall use its commercially reasonable best efforts to maintain the most advantageous policies of directors' and officers' liability insurance obtainable for a premium equal to the Maximum AmountBPO. (b) If From and after the Surviving Bank or any of its successors or assigns Effective Date, the Offerors shall consolidate with or merge into any other Person and shall not be the continuing or surviving Person of such consolidation or merger or shall transfer all or substantially all of its assets to any Person, then and in each case, proper provision shall be made so ensure that the successors and assigns articles and/or by-laws of BPO (or its successors) shall contain the Surviving Bank shall assume the obligations provisions with respect to indemnification set forth in this Section 8.14BPO’s current articles and/or by-laws, which provisions shall not, except to the extent required by applicable Laws, be amended, repealed or otherwise modified for a period of five years from the Effective Date in any manner that would adversely affect the rights thereunder of individuals who, immediately prior to the Effective Date, were directors or officers of BPO, and the Offerors shall ensure that the obligations of BPO under any indemnification agreements between BPO and its directors and officers continue in place or are assumed by, if applicable, any successor to BPO.

D&O Insurance. (a) LSB For a period of six years after the Effective Time, ACMP and ACMP General Partner shall, and shall use its commercially reasonable best efforts (cause the WPZ Group Entities to, honor all rights to indemnification, advancement of expenses, elimination of liability and ONSB shall cooperate exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) now existing in these effortsfavor of the WPZ D&O Indemnified Parties as provided in the Governing Documents of any WPZ Group Entity, under applicable Delaware Law, or otherwise, and shall ensure that the Governing Documents of WPZ and WPZ General Partner (or their successor entities) to maintain in effect shall, for a period of three (3) six years following the Effective Time, contain provisions substantially no less advantageous with respect to indemnification, advancement of expenses, elimination of liability and exculpation of their present and former directors, officers, employees and agents than are set forth in the Governing Documents of WPZ and WPZ General Partner as of the Execution Date. For a period of six years after the Effective Time ONSB's existing directors' and officers' liability insurance policy (provided that LSB may substitute therefor (i) policies of at least the same coverage and amounts containing terms and conditions which are substantially no less advantageous or (ii) with the consent of ONSB given prior to the Effective Time, any other policy) with respect ACMP and the ACMP General Partner shall, and shall cause the ACMP Group Entities to, honor all rights to claims arising indemnification, advancement of expenses, elimination of liability, and exculpation from facts liabilities for acts or events which occurred omissions occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) now existing in favor of the ACMP D&O Indemnified Parties as provided in the Governing Documents of any ACMP Group Entity, under applicable Delaware Law, or otherwise, and covering persons who are currently covered by such insurance; provided, shall ensure that LSB shall not be obligated to make aggregate premium payments for such three-year period in respect the Governing Documents of such policy ACMP and ACMP General Partner (or coverage replacing such policytheir successor entities) which exceedshall, for a period of six years following the portion related Effective Time, contain provisions substantially no less advantageous with respect to ONSB's directors indemnification, advancement of expenses, elimination of liability and exculpation of their present and former directors, officers, 250% employees and agents than are set forth in the Governing Documents of the annual premium payments on ONSB's current policy in effect ACMP and ACMP General Partner as of the date of this Agreement (the "Maximum Amount"). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, LSB shall use its commercially reasonable best efforts to maintain the most advantageous policies of directors' and officers' liability insurance obtainable for a premium equal to the Maximum AmountExecution Date. (b) If the Surviving Bank or any of its successors or assigns shall consolidate with or merge into any other Person and shall not be the continuing or surviving Person of such consolidation or merger or shall transfer all or substantially all of its assets to any Person, then and in each case, proper provision shall be made so that the successors and assigns of the Surviving Bank shall assume the obligations set forth in this Section 8.14.

D&O Insurance. (a) LSB shall While the Indemnitee is serving as a director or executive officer of the Company and thereafter so long as the Indemnitee may be subject to any Claim by reason of the fact that he was a director or executive officer of the Company, the Company shall, subject to Section 10(b) below, use its commercially reasonable best good faith efforts (to provide and ONSB maintain D&O Insurance, with the Indemnitee named as an insured with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors or executive officers, with coverage amounts not less than, and upon terms no less favorable than, as provided in the D&O Insurance policy presently in effect and covering the Indemnitee and with an insurance carrier no less reputable than the insurance carrier currently issuing such present D&O Insurance policy. The Company shall give prompt notice to the D&O Insurance carrier of the commencement of any Claim in accordance with the procedures set forth in the policy. The Company shall thereafter take all necessary or desirable action to cause such insurer to pay, on behalf of the Indemnitee, all amounts payable as a result of the Claim in accordance with the terms of such policy. The Indemnitee shall cooperate prior in good faith with the requirements of any D&O Insurance policy maintained by the Company and insuring the Indemnitee in connection with any Claim. Notice of termination or failure to renew of the D&O Insurance shall be provided to the Effective Time Indemnitee promptly upon the Company’s becoming aware of such termination or failure to renew. (b) Notwithstanding the provisions of Section 10(a), the Company shall have no obligation to obtain or maintain D&O Insurance if the Company, acting through its Board of Directors or the Executive Committee thereof, determines in these efforts) good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to maintain in effect for the amount of coverage provided, the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or the Indemnitee is covered by similar insurance maintained by a period subsidiary of three (3) years after the Effective Time ONSB's existing directors' and officers' liability insurance policy (provided that LSB may substitute therefor Company. In the event the Company (i) policies of at least the same coverage and amounts containing terms and conditions which are substantially no less advantageous makes any such determination or (ii) with is notified by the consent D & O Insurance carrier that such carrier is terminating or not renewing the D & O Insurance coverage, the Company shall promptly give notice of ONSB given prior such determination or such notification, as the case may be, to the Effective Time, Indemnitee. s (c) Notwithstanding any other policy) with respect to claims arising from facts or events which occurred prior to provision hereof, the Effective Time and covering persons who are currently covered by such insurance; provided, that LSB Company shall not be obligated to make aggregate premium any separate payments to the Indemnitee for Expenses or Losses to the extent that D&O Insurance covers such Expenses or Losses and the carrier of the D&O Insurance makes payment for such three-year period Expenses or Losses directly to the Indemnitee. To the extent that any payment payable by the carrier of the D&O Insurance in respect of such policy (Expenses or coverage replacing such policy) which exceedLosses has previously been paid or advanced to the Indemnitee by the Company, for the portion related parties agree that the Company shall be subrogated to ONSB's directors and officers, 250% the rights of the annual premium Indemnitee to receive such payments on ONSB's current policy in effect as of from the date of this Agreement (D&O Insurance carrier and that the "Maximum Amount"). If the amount of the premiums Indemnitee will take all actions reasonably necessary to maintain turn over or procure otherwise cause the Company to receive such insurance coverage exceeds payment from the Maximum Amount, LSB shall use its commercially reasonable best efforts to maintain the most advantageous policies of directors' and officers' liability insurance obtainable for a premium equal to the Maximum AmountD&O Insurance carrier. (b) If the Surviving Bank or any of its successors or assigns shall consolidate with or merge into any other Person and shall not be the continuing or surviving Person of such consolidation or merger or shall transfer all or substantially all of its assets to any Person, then and in each case, proper provision shall be made so that the successors and assigns of the Surviving Bank shall assume the obligations set forth in this Section 8.14.

D&O Insurance. (a) LSB shall use its commercially reasonable best efforts (and ONSB shall cooperate prior to the Effective Time in these efforts) to maintain in effect for For a period of three (3) years after the Effective Time ONSB's existing directorsTime, Enterprise MLP shall maintain officers' and officersdirectors' liability insurance policy (provided that LSB may substitute therefor (i) policies of at least the same coverage and amounts containing terms and conditions which are substantially no less advantageous or (ii) with the consent of ONSB given covering each person who is immediately prior to the Effective Time, or has been at any other policy) with respect time prior to claims arising from facts the Effective Time, an officer or events which occurred director of any of the GulfTerra Partnership Group Entities and each person who immediately prior to the Effective Time and covering persons is serving or prior to the Effective Time has served at the request of any of the GulfTerra Partnership Group Entities as a director, officer, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, the "GulfTerra D&O Indemnified Parties") who are currently or at any time prior to the Effective Time were covered by the existing officers' and directors' liability insurance applicable to the GulfTerra Partnership Group Entities ("D&O Insurance") policies on terms substantially no less advantageous to the GulfTerra D&O Indemnified Parties than such insurance; providedexisting insurance with respect to acts or omissions, that LSB or alleged acts or omissions, prior to the Effective Time (whether claims, actions or other proceedings relating thereto are commenced, asserted or claimed before or after the Effective Time). Enterprise MLP shall not have the right to cause coverage to be obligated to make aggregate premium payments for such extended under the D&O Insurance by obtaining a three-year period in respect of "tail" policy on terms and conditions no less advantageous than the existing D&O Insurance, and such "tail" policy (or coverage replacing such policy) which exceed, for shall satisfy the portion related to ONSB's directors and officers, 250% of the annual premium payments on ONSB's current policy in effect as of the date provisions of this Agreement (the "Maximum Amount"). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, LSB shall use its commercially reasonable best efforts to maintain the most advantageous policies of directors' and officers' liability insurance obtainable for a premium equal to the Maximum AmountSection 5.21. (b) If The rights of each GulfTerra D&O Indemnified Party hereunder shall be in addition to any other rights such GulfTerra D&O Indemnified Party may have under the Surviving Bank governing documents of any GulfTerra Partnership Group Entity, under applicable Delaware Law, or otherwise. The provisions of this Section 5.21 shall survive the consummation of the Merger and expressly are intended to benefit each of the GulfTerra D&O Indemnified Parties. (c) In the event Enterprise MLP or any of its successors or assigns shall consolidate (i) consolidates with or merge merges into any other Person person and shall not be the continuing or surviving Person of entity in such consolidation or merger or shall transfer (ii) transfers all or substantially all of its properties and assets to any Personperson, then and in each either such case, Enterprise MLP shall cause proper provision shall to be made so that the its successors and assigns of assigns, as the Surviving Bank case may be, shall assume the obligations set forth in this Section 8.145.21.

D&O Insurance. a. From and after the Effective Time, Parent shall cause the Surviving Company and its Subsidiaries to fulfill its indemnification obligations to each present and former manager, director and officer of the Company and its Subsidiaries (aeach, an “Indemnified Party”) LSB shall use pursuant to (i) the Company Charter Documents, (ii) the Subsidiary Charter Documents, (iii) applicable Law and (iv) any indemnification Contract listed in Section 6.3(a) of the Company Disclosure Schedule between the Company or its commercially reasonable best efforts (Subsidiary, on one hand, and ONSB shall cooperate such Indemnified Party, on the other hand and provided to Parent prior to the Effective Time date hereof. Notwithstanding the foregoing, the obligations of Parent and the Surviving Company (1) shall be subject to any limitation imposed by applicable Law, (2) shall not be deemed to release any Indemnified Party that is also a Company Securityholder from, or otherwise limit in these effortsany way (including by permitting any Indemnified Party from obtaining any advancement or reimbursement from the Surviving Company or any Subsidiary of the Surviving Company of Damages owed by such Indemnified Party pursuant to an indemnification claim by a Parent Indemnified Person), his or her obligations pursuant to this Agreement and (3) shall not, if applicable, limit in any way the terms of the Joinder and Release Agreements, the Letters of Transmittal and/or the Rollover Agreements. b. Prior to maintain in effect the Closing, the Company shall purchase a “tail” insurance policy for a period of three six (36) years after the Effective Time ONSB's existing directors' (such policy, the “D&O Policy”), with reputable and officers' liability insurance policy (provided that LSB may substitute therefor (i) policies financially sound carriers of at least the same coverage and amounts containing terms and conditions which that are substantially no less advantageous or (ii) with in the consent aggregate than the current policies of ONSB given prior to directors’ and officers’ liability insurance maintained by the Effective Time, any other policy) Company with respect to claims arising from or related to facts or events which that occurred prior to at or before the Effective Time Time, for which cost shall be included in Transaction Expenses. c. The provisions of this Section 6.3 are intended to be for the benefit of, and covering persons who are currently covered by such insurance; providedshall be enforceable by, that LSB each Indemnified Party and each party entitled to insurance coverage under this Section 6.3, respectively, and his or her heirs and legal representatives, which shall be deemed as third party beneficiaries under this Agreement, and shall be in addition to, and shall not be obligated to make aggregate premium payments for such three-year period in respect impair, any other rights an Indemnified Party may have under the Company Charter Documents or the similar organization documents of such policy (or coverage replacing such policy) which exceed, for the portion related to ONSB's directors and officers, 250% any of the annual premium payments on ONSB's current policy in effect Company’s Subsidiaries, as applicable, or the comparable organization documents of the date of this Agreement (the "Maximum Amount"). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, LSB shall use its commercially reasonable best efforts to maintain the most advantageous policies of directors' and officers' liability insurance obtainable for a premium equal to the Maximum Amount. (b) If the Surviving Bank Company or any of its Subsidiaries, under applicable Law or indemnification agreement listed in Section 6.3(a) of the Company Disclosure Schedule. Parent shall ensure that the Surviving Company complies with all of its obligations under this Section 6.3, and Parent shall guaranty all such obligations of the Surviving Company under this Section 6.3. d. If Parent or the Surviving Company or any of their respective successors or assigns shall consolidate (i) consolidates with or merge merges into any other Person and shall is not be the continuing or surviving Person company or entity of such consolidation or merger merger; or shall transfer (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then and in each case, Parent shall cause proper provision shall provisions to be made so that the successors and assigns of Parent or the Surviving Bank shall Company assume the obligations set forth in this Section 8.146.3.

D&O Insurance. (a) LSB shall use its commercially reasonable best efforts (Buyer agrees that all rights to indemnification, exculpation and ONSB shall cooperate advancement of expenses now existing in favor of the directors, managers, officers, employees and agents of the Company, as provided in the Company’s Organizational Documents or otherwise in effect as of the date hereof with respect to any matters occurring prior to the Effective Time Closing, shall survive the Contemplated Transactions and shall continue in these effortsfull force and effect and that the Company shall perform and discharge the Company’s obligations to provide such indemnity, exculpation and advancement. To the maximum extent permitted by applicable Law, such indemnification shall be mandatory rather than permissive, and the Company shall advance expenses in connection with such indemnification as provided in the Company’s Organizational Documents or other applicable Contracts. The indemnification, advancement and liability limitation or exculpation provisions of the Company’s Organizational Documents shall not be amended, repealed or otherwise modified after the Closing in any manner that would adversely affect the rights thereunder of individuals who, as of the Closing or at any time prior to the Closing, were directors, managers, officers, employees or agents of the Company, unless such modification is required by applicable Law. (b) The Company shall purchase, prior to maintain in effect the Closing, 50% at Buyer’s cost and expense and 50% at Seller’s cost and expense, a “tail” policy providing managers’ and officers’ liability insurance coverage for the benefit of those Persons who are covered by the Company’s managers’ and officers’ liability insurance policies as of the date hereof, for a period of three six (36) years after following the Effective Time ONSB's existing directors' Closing Date with respect to matters occurring prior to the Closing that is at least equal to the coverage provided under the Company’s current managers’ and officers' ’ liability insurance policy (policies; provided that LSB the Company may substitute therefor (i) policies of at least the same coverage and amounts containing terms and conditions which are substantially no not, individually or in aggregate, materially less advantageous to the beneficiaries thereof so long as such substitution does not result in gaps or (ii) lapses in coverage with the consent of ONSB given respect to matters occurring prior to the Effective Time, any other policy) with respect to claims arising from facts or events which occurred prior to the Effective Time and covering persons who are currently covered by such insurance; provided, that LSB shall not be obligated to make aggregate premium payments for such three-year period in respect of such policy (or coverage replacing such policy) which exceed, for the portion related to ONSB's directors and officers, 250% of the annual premium payments on ONSB's current policy in effect as of the date of this Agreement (the "Maximum Amount"). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, LSB shall use its commercially reasonable best efforts to maintain the most advantageous policies of directors' and officers' liability insurance obtainable for a premium equal to the Maximum AmountClosing Date. (bc) The directors, managers, officers, employees and agents of the Company entitled to the indemnification, liability limitation, exculpation and insurance set forth in this Section 6.13 are intended to be third party beneficiaries of this Section 6.13. This Section 6.13 shall survive the consummation of the transactions contemplated by this Agreement and shall be binding on all successors and assigns of the Company. (d) If the Surviving Bank Company or any of its successors or assigns shall consolidate (i) consolidates with or merge merges into any other Person and shall not be the continuing or surviving Person corporation or entity of such consolidation or merger merger, or shall transfer (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of the Surviving Bank Company shall assume the obligations set forth in this Section 8.146.13; provided that the Company shall not be relieved from such obligations.

D&O Insurance. (ai) LSB shall use its commercially reasonable best efforts (From and ONSB shall cooperate after the Closing, NewCo shall, to the extent provided by the charter, bylaws or similar organizational or governing documents of any Ardagh Purchased Entity or Exal Purchased Entity, respectively, immediately prior to the Effective Time Closing (the “Legacy Organizational Documents”), indemnify and hold harmless the present and former directors, officers, managers and general partners of the Ardagh Purchased Entities and Exal Purchased Entities (each, an “Insured Party”) against all Losses actually incurred in these effortsconnection with any Action or investigation based on the fact that such individual is or was a director, officer, manager or general partner of an Ardagh Purchased Entity or Exal Purchased Entity (as the case may be) and arising out of or pertaining to maintain any action or omission occurring at or prior to the Closing (including the Transactions) and shall pay any expenses in effect advance of the final disposition of such Action to each Insured Party to the extent provided by the applicable Legacy Organizational Documents, upon receipt from the Insured Party for a period whom expenses are paid of three any undertaking to repay such amounts required under applicable Law. For six (36) years after following the Effective Time ONSB's existing Closing, NewCo and Element shall cause the Ardagh Purchased Entities and Exal Purchased Entities to retain provisions in their applicable organizational documents that provide for the indemnification of directors' , officers, managers and officers' liability insurance policy (general partners to the extent provided that LSB may substitute therefor (iby the applicable Legacy Organizational Documents. Each Insured Party to whom this Section ‎5.9(e)(i) policies applies shall be third party beneficiaries of at least this Section ‎5.9(e). The provisions of this Section ‎5.9(e)(i) are intended to be for the same coverage benefit of each Insured Party and amounts containing terms and conditions which are substantially no less advantageous his or her heirs. The obligations under this Section ‎5.9(e)(i) shall not be terminated or modified in such a manner as to adversely affect any such Insured Party without his or her written consent. (ii) with In the consent period between the date hereof and the Closing, the Parties shall negotiate in good faith to agree on optimal arrangements (including from the viewpoint of ONSB given prior cost effectiveness to the Effective Time, any other policyParties) with respect to NewCo’s insurance coverage for directors’ and officers’ liability, employment practices liability and fiduciary liability for claims arising from facts related to any period or events which occurred time at or prior to the Effective Time and covering persons who are currently covered by such insurance; provided, that LSB shall not be obligated to make aggregate premium payments for such three-year period in respect of such policy (or coverage replacing such policy) which exceed, for the portion related to ONSB's directors and officers, 250% of the annual premium payments on ONSB's current policy in effect as of the date of this Agreement (the "Maximum Amount"). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, LSB shall use its commercially reasonable best efforts to maintain the most advantageous policies of directors' and officers' liability insurance obtainable for a premium equal to the Maximum AmountClosing Date. (b) If the Surviving Bank or any of its successors or assigns shall consolidate with or merge into any other Person and shall not be the continuing or surviving Person of such consolidation or merger or shall transfer all or substantially all of its assets to any Person, then and in each case, proper provision shall be made so that the successors and assigns of the Surviving Bank shall assume the obligations set forth in this Section 8.14.

D&O Insurance. (a) LSB shall use its commercially reasonable best efforts (and ONSB shall cooperate prior to the Effective Time in these efforts) to maintain in effect for For a period of three six (36) years after the Effective Time ONSB's existing directors' Closing, the Advisor Group Entities shall, and officers' PAC shall cause the Advisor Group Entities to, honor all rights to indemnification, advancement of expenses, elimination of liability insurance policy (provided that LSB may substitute therefor (i) policies of and exculpation from liabilities for acts or omissions occurring at least the same coverage and amounts containing terms and conditions which are substantially no less advantageous or (ii) with the consent of ONSB given prior to the Effective TimeClosing (including the Transactions) now existing in favor of the D&O Indemnified Parties as provided in the Governing Documents of any Advisor Group Entity, any other policyunder applicable Law or otherwise. Any right of a D&O Indemnified Party pursuant to this Section 6.8(a) with respect to claims arising from facts or events which occurred prior to the Effective Time and covering persons who are currently covered by such insurance; provided, that LSB shall not be obligated to make aggregate premium payments for such three-year period amended, repealed, terminated or otherwise modified at any time in respect a manner that would adversely affect the rights of such policy (or coverage replacing D&O Indemnified Party as provided herein, and shall be enforceable by such policy) which exceedD&O Indemnified Party and their respective heirs and Representatives against PAC, for the portion related to ONSB's directors Advisor Group Entities and officers, 250% of the annual premium payments on ONSB's current policy in effect as of the date of this Agreement (the "Maximum Amount"). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, LSB shall use its commercially reasonable best efforts to maintain the most advantageous policies of directors' their respective successors and officers' liability insurance obtainable for a premium equal to the Maximum Amountassigns. (b) If The Parent Entities shall purchase, prior to the Surviving Bank or any Closing, at Sellers’ cost and expense, a “tail” policy providing employees’, fiduciaries’, trustees’, directors’ and officers’ liability insurance coverage for a period of its successors or assigns shall consolidate with or merge into any other Person and shall not be six (6) years after the continuing or surviving Person of such consolidation or merger or shall transfer all or substantially all of its assets to any Person, then and in each case, proper provision shall be made so that Closing for the successors and assigns benefit of the Surviving Bank D&O Indemnified Parties who are covered by any Advisor Group Entity’s employees’, fiduciaries’, trustees’, directors’ and officers’ liability insurance policies as of the date hereof, with respect to matters occurring prior to the Closing. (c) The provisions of this Section 6.8 shall assume survive the obligations consummation of the Transactions for a period of six (6) years and expressly are intended to benefit each of the D&O Indemnified Parties; provided, that in the event that any claim or claims for indemnification or advancement set forth in this Section 8.146.8 are asserted or made within such six-year period, all rights to indemnification and advancement in respect of any such claim or claims shall continue until disposition of all such claims.

D&O Insurance. (a) LSB For a period of six years after the Effective Time, Parent shall, and shall use its commercially reasonable best efforts (cause the WPZ Group Entities to, honor all rights to indemnification, advancement of expenses, elimination of liability and ONSB shall cooperate exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) now existing in these effortsfavor of the WPZ D&O Indemnified Parties as provided in the Governing Documents of any WPZ Group Entity, under applicable Delaware Law or otherwise, and shall ensure that the Governing Documents of WPZ and WPZ General Partner (or their successor entities) to maintain in effect shall, for a period of three six years following the Effective Time, contain provisions substantially no less advantageous with respect to indemnification, advancement of expenses, elimination of liability and exculpation of their present and former directors, officers, employees and agents than are set forth in the Governing Documents of WPZ and WPZ General Partner as of the Execution Date. (3b) For a period of six years after the Effective Time ONSB's existing Time, Parent shall maintain officers’ and directors' and officers' ’ liability insurance policy (provided that LSB may substitute therefor (i) policies of with a nationally reputable carrier covering each WPZ D&O Indemnified Party who is or at least the same coverage and amounts containing terms and conditions which are substantially no less advantageous or (ii) with the consent of ONSB given prior to the Effective Time, any other policy) with respect to claims arising from facts or events which occurred time prior to the Effective Time and covering persons who are currently was covered by the existing officers’ and directors’ liability insurance applicable to the WPZ Group Entities (“D&O Insurance”), on terms substantially no less advantageous to the WPZ D&O Indemnified Parties, as applicable, than such insuranceexisting insurance with respect to acts or omissions, or alleged acts or omissions, prior to the Effective Time (whether claims, actions or other Proceedings relating thereto are commenced, asserted or claimed before or after the Effective Time); provided, however, that LSB Parent shall not be obligated required to make aggregate pay an annual premium payments for the D&O Insurance for the WPZ D&O Indemnified Parties in excess of 300% of the current annual premium currently paid by the WPZ Group Entities for such threeinsurance, but shall purchase as much of such coverage as possible for such applicable amount. Parent shall have the right to cause such coverage to be extended under the applicable D&O Insurance by obtaining a six-year “tail” policy on terms and conditions no less advantageous to the WPZ D&O Indemnified Parties than the existing D&O Insurance, and such “tail” policy shall satisfy the provisions of this Section 5.9. (c) The provisions of this Section 5.9 shall survive the consummation of the Merger and the other transactions contemplated by this Agreement for a period of six years and expressly are intended to benefit each of the WPZ D&O Indemnified Parties; provided, however, that in the event that any claim or claims for indemnification or advancement set forth in this Section 5.9 are asserted or made within such six-year period, all rights to indemnification and advancement in respect of any such policy (claim or coverage replacing claims shall continue until disposition of all such policy) which exceed, for claims. The rights of any WPZ D&O Indemnified Party under this Section 5.9 shall be in addition to any other rights such WPZ D&O Indemnified Party may have under the portion related to ONSB's directors and officers, 250% Governing Documents of the annual premium payments on ONSB's current policy in effect as of the date of this Agreement (the "Maximum Amount"). If the amount of the premiums necessary to maintain any WPZ Group Entity or procure such insurance coverage exceeds the Maximum Amount, LSB shall use its commercially reasonable best efforts to maintain the most advantageous policies of directors' and officers' liability insurance obtainable for a premium equal to the Maximum Amountapplicable Law. (bd) If In the Surviving Bank event Parent or any of its successors or assigns shall consolidate (i) consolidates with or merge merges into any other Person and shall not be the continuing or surviving Person of entity in such consolidation or merger or shall transfer (ii) transfers all or substantially all of its properties and assets to any Person, then and in each either such case, Parent shall cause proper provision shall to be made so that the its successors and assigns of assigns, as the Surviving Bank case may be, shall assume the obligations set forth in this Section 8.145.9.

D&O Insurance. (a) LSB shall use If the Merger is consummated, then until the sixth anniversary of the Closing Date, Acquiror will cause the Surviving Corporation to fulfill and honor in all respects the obligations of Target to its commercially reasonable best efforts (directors and ONSB shall cooperate officers as of immediately prior to the Effective Time in these efforts(the “Target Indemnified Parties”) pursuant to maintain any indemnification provisions under the Restated Certificate or bylaws as in effect for a period on the date of three (3) years after this Agreement and pursuant to any indemnification agreements between Target and such Target Indemnified Parties as in effect on the Effective Time ONSB's existing directors' and officers' liability insurance policy (provided that LSB may substitute therefor (i) policies date of this Agreement, with respect to claims arising out of matters occurring at least the same coverage and amounts containing terms and conditions which are substantially no less advantageous or (ii) with the consent of ONSB given prior to the Effective Time. In addition, any during the period commencing at the Effective Time and ending on the sixth anniversary of the Closing Date, the Surviving Corporation and its Subsidiaries shall (and Acquiror shall cause the Surviving Corporation and its Subsidiaries to) cause the certificates of incorporation and bylaws (and other policysimilar 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 certificates of incorporation and bylaws (or other similar organizational documents) of Target and its Subsidiaries as of the date hereof, and during such six-year period, such provisions shall not be repealed, amended or otherwise modified in any adverse manner except as required by Applicable Law. Any claims arising for indemnification made under this Section 6.11(a) on or prior to the sixth anniversary of the Closing Date shall survive such anniversary until the final resolution thereof. However, the foregoing covenants under this Section 6.11(a) shall not apply to any claim based on a claim for indemnification made by an Acquiror Indemnified Person pursuant to Section 9. (b) Prior to the Closing, Target shall obtain a non-cancellable extension of Target’s existing directors’ and officers’ liability insurance policies, in each case for a claims reporting or discovery period of at least six (6) years from facts and after the Effective Time with respect to any claim related to any period of time at or events which occurred prior to the Effective Time with terms, conditions, retentions and covering persons who limits of liability that are currently covered no less favorable than the coverage provided under Target’s existing policies with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against a director or officer of Target by reason of him or her serving in such insurancecapacity that existed or occurred at or prior to the Effective Time (the “Tail Policy”); provided, provided that LSB Target shall not be obligated give Acquiror a reasonable opportunity to make aggregate premium payments for such three-year period participate in respect of such policy (or coverage replacing such policy) which exceed, for the portion related to ONSB's directors and officers, 250% selection of the annual premium payments on ONSB's current policy in effect as Tail Policy and Target shall give reasonable and good faith consideration to any comments made by Acquiror with respect thereto. If unpaid at Closing, the cost of the date of this Agreement (the "Maximum Amount")Tail Policy shall be treated as a Target Transaction Expense hereunder. If the amount of Merger is consummated, neither Acquiror nor the premiums necessary to maintain or procure such insurance coverage exceeds Surviving Corporation will cancel the Maximum Amount, LSB shall use Tail Policy during its commercially reasonable best efforts to maintain the most advantageous policies of directors' and officers' liability insurance obtainable for a premium equal to the Maximum Amountterm. (bc) If Acquiror or the Surviving Bank Corporation or any of its successors or assigns shall (i) consolidate with or merge into any other Person and shall not be the continuing or surviving Person corporation or entity of such consolidation or merger merger, or shall (ii) transfer all or substantially all of its properties and assets to any Person, then then, and in each such case, proper provision provisions shall be made so that the successors and assigns of the Surviving Bank Corporation shall assume all of the obligations of Acquiror and the Surviving Corporation set forth in this Section 8.146.11. (d) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to Target or 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 6.11 is not prior to or in substitution for any such claims under such policies. (e) To the extent any Target Indemnified Party is entitled to indemnification or advancement of expenses provided by any Person with respect to matters set forth in this Section 6.11, the parties agree that the Surviving Corporation shall be the indemnitor of first resort, responsible for all such indemnification or advancement of expenses, without regard to any right to indemnification or advancement of expenses that any such Target Indemnified Party may have from any Person with respect to matters set forth in this Section 6.11. The possibility that any Target Indemnified Party may receive indemnification payments or advancement of expenses from any Person is not intended to relieve the Surviving Corporation from any liability that it would otherwise have to make indemnification payments or advance expenses to such Target Indemnified Party under this Section 6.11. Notwithstanding the foregoing, neither the Acquiror nor the Surviving Corporation shall be liable under this Agreement to make any payments of amounts otherwise indemnifiable hereunder if and to the extent the Target Indemnified Party has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise. (f) This Section 6.11 is intended to be for the benefit of, and shall be enforceable by, the Target Indemnified Parties; provided that recourse shall first be against the Tail Policy until it is exhausted before recovery against Acquiror shall take place.

D&O Insurance. 2.1 The Company shall: (a) LSB shall use its commercially reasonable best efforts (and ONSB shall cooperate prior to the Effective Time extent it has not already done so, put in these effortsplace and maintain for the benefit of the Indemnitee: (i) to maintain in effect for a period of three (3) years after the Effective Time ONSB's existing directors' ’ and officers' ’ liability insurance (including run-off insurance) with coverage at least equal to the coverage provided for other directors and officers of the Company by the directors’ and officers’ liability insurance policy (provided that LSB may substitute therefor (i) policies of at least the same coverage and amounts containing terms and conditions which are substantially no less advantageous or (ii) with the consent of ONSB given prior to the Effective Time, any other policy) with respect to claims arising from facts or events which occurred prior to the Effective Time and covering persons who are currently covered by such insurance; provided, that LSB shall not be obligated to make aggregate premium payments for such three-year period in respect of such policy (or coverage replacing such policy) which exceed, for the portion related to ONSB's directors and officers, 250% of the annual premium payments on ONSB's current policy in effect as of at the date of this Agreement Deed; and (ii) directors’ and officers’ liability run-off insurance cover following the "Maximum Amount"). If the amount retirement of the premiums necessary to maintain Indemnitee as a director or procure officer of the Company and any Group Companies, with such insurance coverage exceeds the Maximum Amount, LSB shall use its commercially reasonable best efforts to maintain the most advantageous policies of directors' and officers' liability insurance obtainable cover being provided for a premium equal duration that is reasonable and appropriate for a company of comparable size and scale to the Maximum Amount.Company; (b) not cancel the policy mentioned in this Clause 2 or otherwise knowingly do anything which would cause such policy not to remain in full force and effect; (c) pay all premiums required to maintain such policy; and (d) honour and discharge all of its obligations under such policy for actions and omissions for the duration of its term. 2.2 The parties agree that the rights of the Indemnitee under this Deed shall be in addition to, and not in limitation of, any other rights that the Indemnitee shall have as a director or officer of any Group Company pursuant to an insurance policy, any other indemnification arrangements in place in favour of the Indemnitee or otherwise. 2.3 If the Surviving Bank Company: (a) consolidates with, acquires or any of its successors is acquired by or assigns shall consolidate with or merge merges into any other Person person and shall not be the continuing or surviving Person corporation or entity of such consolidation consolidation, acquisition or merger (or, if the Company is the surviving entity but, immediately after the consolidation, the beneficial shareholders of the Company immediately prior to the consolidation hold, directly or shall transfer all indirectly, 50% or substantially all less of the issued share capital of the Company carrying voting rights); or (b) transfers or conveys more than 50% of its properties, assets and/or business to any Personother person, then then, and in each such case, to the extent necessary, proper provision shall be made by the Company so that the its successors and assigns of the Surviving Bank shall assume the obligations set forth in this Section 8.14Clause 2. 2.4 The Company agrees that it shall indemnify each Indemnitee against all Expenses incurred by such Indemnitee in connection with any action brought by the Indemnitee: (a) in respect of any failure by the Company to comply with the terms of this Clause 2; and/or (b) for recovery under the insurance policy referred to in this Clause 2 but only to the extent that the Indemnitee is determined to be entitled to such insurance recovery.

D&O Insurance. (a) LSB Following the Closing, Buyer shall use its commercially reasonable best efforts cause the Company to indemnify and hold harmless and reimburse, to the fullest extent permitted under applicable Law, each current and former director and officer of the Company (and ONSB shall cooperate acting in their respective capacities as such) (the “Indemnitees”) against any Covered Losses actually incurred in connection with any actual or alleged Action related to matters existing or occurring at or prior to the Effective Time Closing, whether asserted or claimed prior to, at or after the Closing, including in these effortsconnection with (i) the transactions contemplated by the Transaction Documents and (ii) actions to enforce this Section 6.10 or any other indemnification or advancement right of any Indemnitee, and Buyer shall also advance Covered Losses as incurred to the fullest extent permitted under applicable Law and the Company’s organizational documents in effect as of the Closing Date; provided, that any Person to whom Covered Losses are advanced provides an irrevocable undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnification hereunder. (b) Any Indemnitee wishing to claim indemnification under Section 6.10(a), upon learning of any such Action for which indemnification under this Section 6.10 may be available, shall promptly notify Buyer thereof, but the failure to so notify shall not relieve the Company of any liability it may have to such Indemnitee, except to the extent such failure actually prejudices the indemnifying party. In the event of any such Action (whether arising before or after the Closing), (i) the Company shall have the right to assume the defense thereof, except that if the Company elects not to assume such defense or the legal counsel for the Indemnitees advises that there are issues which raise conflicts of interest between Buyer or the Company and the Indemnitees, the Indemnitees may retain legal counsel satisfactory to them, and Buyer shall pay all reasonable and documented fees and expenses of such legal counsel for the Indemnitees promptly as statements therefor are received; provided, however, that Buyer and the Company shall be obligated pursuant to this Section 6.10(b) to pay for only one legal counsel for all Indemnitees in any jurisdiction unless the use of one legal counsel for such Indemnitees would present such advisor with a conflict of interest; provided, further that the smallest number of legal counsel necessary to avoid conflicts of interest shall be used, (ii) the Indemnitees shall cooperate in the defense of any such matter if the Company elects not to assume such defense; (iii) if the Company elects not to assume such defense, the Company shall not be liable for any settlement effected without its prior written consent, and, if the Company elects to assume such defense, the Indemnitees shall not be liable for any settlement effected without their prior written consent; (iv) the Company shall not have any obligation hereunder to any Indemnitee if and when a court of competent jurisdiction shall ultimately determine, and such determination shall have become final, that the indemnified action of such Indemnitee in the manner contemplated hereby is prohibited by applicable Law; and (v) all rights to indemnification in respect of any such Actions shall continue until final disposition of all such Actions. If indemnity is not available with respect to any Indemnitee pursuant to this Section 6.10, then the Company and the Indemnitee shall contribute to the amount payable in such proportion as is appropriate to reflect relative faults and benefits. (c) Prior to the Closing Date, the Company shall and, if the Company is unable to, Buyer shall cause the Company as of the Closing Date to obtain and fully pay the premium for “tail” insurance policies for the extension of (i) the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies, and (ii) the Company’s existing fiduciary liability insurance policies, in each case with a claims reporting or discovery period of at least six (6) years from and after the Closing Date from one or more insurance carriers with the same or better credit rating as the Company’s insurance carrier as of the Closing Date with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies with respect to matters existing or occurring at or prior to the Closing (including in connection with the transactions contemplated by the Transaction Documents). If the Company for any reason fails to obtain such “tail” insurance policies as of the Closing, the Company shall, and Buyer shall cause the Company to, continue to maintain in effect for a period of three at least six (36) years from and after the Effective Time ONSB's existing directors' Closing the D&O Insurance in place as of the Closing Date with terms, conditions, retentions and officers' limits of liability insurance policy (provided that LSB may substitute therefor (i) policies of are at least as favorable as provided in the same coverage Company’s existing policies as of the Closing Date, or the Company shall, and amounts containing terms Buyer shall cause the Company to purchase comparable D&O Insurance for such six (6) year period with terms, conditions, retentions and conditions which limits of liability that are substantially no less advantageous or (ii) with at least as favorable as provided in the consent Company’s existing policies as of ONSB given prior to the Effective Time, any other policy) with respect to claims arising from facts or events which occurred prior to the Effective Time and covering persons who are currently covered by such insuranceClosing Date; provided, that LSB in no event shall not be obligated to make the aggregate premium payments for such three-year period in respect cost of such policy the D&O Insurance exceed during the six (or coverage replacing such policy6) which exceed, for years from and after the portion related to ONSB's directors and officers, 250Closing 300% of the current aggregate annual premium payments on ONSB's current policy in effect as paid by the Company for such purpose; and provided further, that if the cost of the date of this Agreement (the "Maximum Amount"). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds such amount, the Maximum Amount, LSB Company shall use its commercially reasonable best efforts to maintain obtain a policy with the most advantageous policies of directors' and officers' liability insurance obtainable greatest coverage available for a premium equal to the Maximum Amountcost not exceeding such amount. (bd) During the six (6) year period from and after the Closing, all rights to indemnification and exculpation from liabilities for acts or omissions occurring prior to the Closing and rights to advancement of expenses relating thereto now existing in favor of any Indemnitee as provided in the Organizational Documents of the Company or any indemnification agreement between such Indemnitee and the Company as in effect on the Closing Date, shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnitee without the prior written consent of such Indemnitee. (e) If the Surviving Bank Company or any of its successors or assigns (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving Person of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any Person, then then, and in each casecase to the extent the obligations set forth in this Section 6.10 are not otherwise transferred and assumed by such successors and assigns by operation of Law or otherwise, proper provision provisions shall be made so that the successors and assigns of the Surviving Bank Company shall assume all of the obligations set forth in this Section 8.146.10. (f) The provisions of this Section 6.10 are intended to be for the benefit of, and from and after the Closing shall be enforceable by, each Indemnitee, who is an intended third-party beneficiary of this Section 6.10, (g) The rights of the Indemnitees under this Section 6.10 shall be in addition to any rights such Indemnitees may have under the Organizational Documents of the Company, or under any applicable Contracts or Laws and nothing in this Agreement is intended to, shall be construed or shall release or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company for any of its directors or officers (it being understood and agreed that the indemnification provided for in this Section 6.10 is not prior to or in substitution of any such claims under such policies).

D&O Insurance. (a) LSB shall use its commercially reasonable best efforts (and ONSB shall cooperate Prior to the Closing, the Company will purchase tail liability insurance covering any individual who is immediately prior to the Effective Time in these effortsClosing or was at any time prior thereto a director or officer of any Company Entity (each, a “D&O Party” and collectively, the “D&O Parties”) to maintain in effect for a period and any other persons who, as of three (3) years after the Effective Time ONSB's existing directors' and officers' liability insurance policy (provided that LSB may substitute therefor (i) policies of at least the same coverage and amounts containing terms and conditions which are substantially no less advantageous or (ii) with the consent of ONSB given immediately prior to the Effective Time, any other policy) are covered by the Company’s directors’ and officers’ liability insurance policy with respect to claims arising from facts actions, conduct, events, matters and circumstances which were taken or events which occurred or arose prior to the Effective Time Closing, which tail liability insurance shall have a term of six (6) years after the Closing (the “Tail Insurance Policy”). The entire premiums and covering persons who are currently covered other costs for obtaining such Tail Insurance Policy for the full term thereof shall be paid in full by such insurance; provided, that LSB the Company from cash on hand prior to the Closing with one half of the premiums to be defined as “Buyer’s D&O Premium Payment” . The Company will be the named insured on the Tail Insurance Policy and therefore any amounts paid under the Tail Insurance Policy shall not be obligated subject to make aggregate premium payments for such three-year period in respect subrogation rights and other rights of such policy (or coverage replacing such policy) which exceed, for indemnification and contribution against the portion related to ONSB's directors Company and officers, 250% of the annual premium payments on ONSB's current policy in effect as of the date of this Agreement (the "Maximum Amount"). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, LSB shall use its commercially reasonable best efforts to maintain the most advantageous policies of directors' and officers' liability insurance obtainable for a premium equal to the Maximum AmountSubsidiaries. (b) If Prior to Closing, the charter and bylaws of the Company contain provisions providing for the indemnification and exculpation of the D&O Parties. Subject to Section 5.08(c) and Section 5.08(d), Buyer shall cause the charter and bylaws of the Surviving Bank Corporation to include such provisions for the benefit of those D&O Parties by reason of any act or omission performed or omitted by such D&O Party prior to the Closing with respect to any actions, conduct, events, matters or circumstances which were taken or occurred or arose prior to the Closing, but excluding any “Stockholder Claims” (as this term is defined below) (such provisions being collectively referred to herein as the “Prior Limitation and Indemnity Provisions”) and Buyer agrees that, without the prior written consent of the Stockholder Representative, the Prior Limitation and Indemnity Provisions shall not be amended, repealed or otherwise modified for a period of six (6) years after the Closing in any manner that would adversely affect the rights thereunder of the D&O Parties with respect to any actions, conduct, events, matters or circumstances which were taken or occurred or arose prior to the Closing (except for any Stockholder Claims). For purposes of this Section 5.08, the term “Stockholder Claim” means any claim, demand, action, cause of action, lawsuit and/or other proceedings, of any kind or nature whatsoever, made, filed or commenced by any Person who was, prior to the Closing, a stockholder or member of the Company or any of its successors Subsidiaries (including, without limitation, a Stockholder) by reason of such stockholder or assigns member having been, or by reason of such stockholder or member being, or otherwise in its capacity as, a stockholder or member of the Company or any of its Subsidiaries prior to the Closing. (c) Notwithstanding the foregoing, the Surviving Corporation’s obligations under the Prior Limitation and Indemnity Provisions shall consolidate not affect or limit or restrict the right of the Surviving Corporation and/or Buyer to indemnification under Article VIII with or merge into respect to any other Person Losses incurred by the Surviving Corporation and/or Buyer in connection with the Surviving Corporation’s performance of its obligations under the Prior Limitation and Indemnity Provisions if and to the extent the Surviving Corporation and/or Buyer would otherwise be entitled to indemnification under Article VIII. (d) Buyer and the Company agree that after Closing they shall not take any action to cancel the Tail Insurance Policy and shall take such actions as may be reasonably required to keep the Tail Insurance Policy in effect; provided, however, that after Closing Buyer and the Company shall not be required to make any payments on account thereof. The Prior Limitation and Indemnity Provisions shall be considered secondary coverage to the continuing coverage of the Tail Insurance Policy and each Stockholder agrees to cause indemnification claims which could be submitted under the Prior Limitation and Indemnity Provisions to be first submitted to the insurers under the Tail Insurance Policy, to the extent such claims are brought by that Stockholder. It is agreed that the Surviving Corporation’s obligations under the Prior Limitation and Indemnity Provisions shall be limited to only those Claims and Losses that are otherwise not paid under the terms and conditions of the Tail Insurance Policy but are covered and payable under the terms and conditions of the Prior Limitation and Indemnity Provisions. (e) If and to the extent any employee of Buyer or surviving Person of such consolidation or merger or shall transfer all or substantially all of its assets Subsidiaries similarly situated to any Person, then and in each case, proper provision shall be made so that the successors and assigns employee of the Surviving Bank shall assume Corporation and its Subsidiaries after Closing are covered by Buyer’s indemnification policies for officers and directors or insurance policies for officers and directors, then such similarly situated employees of the obligations set forth Surviving Corporation and its Subsidiaries will be covered to the same extent and in the same manner as the other similarly situated employees of Buyer and its Subsidiaries. (f) The provisions of this Section 8.145.08 are (i) intended to be for the benefit of, and shall be enforceable by, each D&O Party entitled to indemnification under the Prior Limitation and Indemnity Provisions, and each such D&O Party’s heirs, legatees, representatives, successors and assigns, it being expressly agreed that such D&O Parties shall be third-party beneficiaries of this Section 5.08 and (ii) in addition to, and not in substitution for, any other rights to indemnification that any such D&O Party may have by contact or otherwise.

D&O Insurance. (a) LSB From and after the Closing until the date that is six (6) years after the Closing Date, Purchaser shall use its commercially reasonable best efforts (cause the Acquired Companies to, and ONSB shall cooperate the Acquired Companies shall, maintain in effect the provisions regarding indemnification, advancement of expenses and exculpation from liability as set forth in the certificate of incorporation, articles of association, bylaws or other organizational documents of the Acquired Companies that have been made available to Purchaser prior to the Effective Time date hereof, which provisions shall not be amended, repealed or otherwise modified in these effortsany manner that would reasonably be expected to adversely affect the rights thereunder (if any) of any past or present officer or director of any Acquired Company (each, a “D&O Indemnitee”) without his/her written consent except to the extent required by applicable Legal Requirement; provided that, from and after the Closing, all rights of the D&O Indemnitees to and regarding such indemnification, advancement of expenses and exculpation from liability shall be mandatory rather than permissive. For the avoidance of doubt, Pxxxxxxxx shall cause the Acquired Companies to maintain in effect such provisions for any claim made by a period D&O Indemnitee prior to the expiration of three the sixth (36th) anniversary of the Closing until such claim has been finally resolved. (b) At or prior to the Closing, Seller shall, at Seller’s sole cost and expense, obtain six (6)-year irrevocable and non-cancellable directors’ and officers’ liability, employment practices liability and fiduciary liability “tail” insurance covering the D&O Indemnitees and any other natural persons who are covered by the directors’ and officers’ liability, employment practices liability and fiduciary liability insurance maintained by or for the benefit of the Acquired Companies in effect as of the Closing (such persons “Insured Persons” and such insurance “Current Insurance”), with respect to any actual or alleged error, misstatement, misleading statement, act, omission, circumstance, event, neglect, breach of duty or any other matter claimed against an Insured Person, in each case, that actually or allegedly existed or occurred at or prior to the Closing (including in connection with the approval or execution of any Transaction Document or the Transactions, or arising out of, relating to or resulting from any Transaction Document and the Transactions), on terms and conditions, including limits and retentions, substantially equivalent to the Current Insurance with respect to Insured Persons; provided that if such “tail” insurance is not reasonably available, then Seller, at Seller’s sole cost and expense, shall obtain the most advantageous coverage that is reasonably available. Purchaser shall cause the Acquired Companies to, and the Acquired Companies shall, maintain such “tail” insurance in full force and effect from and after the Closing and shall not, and shall cause the Acquired Companies not to, amend the terms and conditions of such “tail” insurance in any manner that may be adverse to the Insured Persons. (c) With respect to any indemnification obligations of the Acquired Companies pursuant to this Section 7.4, Purchaser acknowledges and agrees that: (i) the Acquired Companies shall be the indemnitors of first resort with respect to all indemnification obligations of the Acquired Companies pursuant to this Section 7.4 (i.e., their obligations to an applicable D&O Indemnitee are primary, and any obligation of any other Person to advance expenses or to provide indemnification and/or insurance for the same expenses or liabilities incurred by such D&O Indemnitee are secondary) and (ii) Purchaser shall cause the Acquired Companies to, and the Acquired Companies shall, irrevocably waive, relinquish and release Seller or any of its Affiliates from any and all claims for contribution, subrogation or any other recovery of any kind in respect thereof; provided that nothing in this Agreement is intended to relieve, or shall be construed as relieving, any insurer of its obligations under any insurance policy. (d) If, following the Closing until the date that is six (6) years after the Effective Time ONSB's existing directors' and officers' liability insurance policy (provided that LSB may substitute therefor Closing Date, Purchaser or any Acquired Company or any of their respective successors or assigns: (i) policies shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of at least the same coverage and amounts containing terms and conditions which are substantially no less advantageous such consolidation or merger or (ii) with shall transfer all or substantially all of its properties and assets to any Person, then, in each such case, proper provision shall be made to ensure that the consent successors and assigns of ONSB given prior to Purchaser or such Acquired Company or any of its respective successors or assigns, as the Effective Timecase may be, shall assume all of the respective obligations set forth in this Section 7.4. (e) The rights of the D&O Indemnitees under this Section 7.4 shall be in addition to, and not in substitution for, any other policy) with respect to claims arising from facts or events which occurred prior to rights such D&O Indemnitee may have under the Effective Time and covering persons who are currently covered by such insurance; provided, that LSB shall not be obligated to make aggregate premium payments for such three-year period in respect of such policy (or coverage replacing such policy) which exceed, for the portion related to ONSB's directors and officers, 250% organizational documents of the annual premium payments on ONSB's current policy Acquired Companies, or under any applicable contracts or Legal Requirements, and Purchaser shall cause each of the Acquired Companies to, and the Acquired Companies shall, honor and perform under all indemnification agreements entered into by the Acquired Companies as in effect as of the date of this Agreement (the "Maximum Amount"). If the amount of the premiums necessary Agreement, which have been made available to maintain or procure such insurance coverage exceeds the Maximum Amount, LSB shall use its commercially reasonable best efforts to maintain the most advantageous policies of directors' and officers' liability insurance obtainable for a premium equal Purchaser prior to the Maximum Amountdate hereof. (bf) If The obligations of Purchaser and the Surviving Bank or any of its successors or assigns shall consolidate with or merge into any other Person and Acquired Companies under this Section 7.4 shall not be terminated, amended or modified in any manner so as to adversely affect any D&O Indemnitee (including such Person’s successors, heirs and legal representatives) to whom this Section 7.4 applies without the continuing or surviving Person written consent of such consolidation or merger or shall transfer all or substantially all of its assets affected D&O Indemnitee (it being expressly agreed that the D&O Indemnitee to any Person, then and in each case, proper provision whom this Section 7.4 applies shall be made so that the third-party beneficiaries of this Section 7.4, and this Section 7.4 shall be enforceable by such D&O Indemnitee and their respective successors, heirs and legal representatives and shall be binding on all successors and assigns of the Surviving Bank shall assume the obligations set forth in this Section 8.14Purchaser and each Acquired Company).

D&O Insurance. 7.3.1 From and after the Closing, the Acquiror agrees that it shall indemnify and hold harmless each present and former director, manager, officer and employee of the SPAC (aeach, an “Indemnified Person”) LSB shall use its commercially against any costs and expenses (including reasonable best efforts (and ONSB shall cooperate attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the SPAC would have been permitted under applicable Law and its Organizational Documents in these effortseffect on the date hereof to indemnify such Person (including promptly advancing expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, until the earlier of the date that the SPAC consummates an Initial Business Combination or liquidates, Acquirer shall cause the SPAC (i) to maintain provisions in effect SPAC’s Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the SPAC’s former and current officers, directors, employees and agents that are no less favorable to those Persons than the provisions of the Organizational Documents of the SPAC, in each case, as of the date hereof and (ii) not to amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. 7.3.2 Prior to the Closing Date, Acquirer and Sponsor shall cause the SPAC to obtain Side A directors’ and officers’ liability insurance for a period of three twelve (312) years after the Effective Time ONSB's existing directors' and officers' liability insurance policy (provided months that LSB may substitute therefor (i) policies of at least the same coverage and amounts containing terms and conditions which are substantially no less advantageous or (ii) with the consent of ONSB given prior to the Effective Timewill cover, any other policy) with respect to claims arising from facts or events which occurred prior to the Effective Time and covering persons among others, those Persons who are currently covered by such insurance; provided, that LSB shall not be obligated to make aggregate premium payments for such three-year period in respect of such policy (or coverage replacing such policy) which exceed, for the portion related to ONSB's directors SPAC’s directors’ and officers, 250% of the annual premium payments on ONSB's current policy in effect as of the date of this Agreement ’ liability insurance policies. All costs and expenses (the "Maximum Amount"). If the amount of the premiums necessary including insurance premiums) relating to maintain or procure obtaining and maintaining such insurance coverage exceeds the Maximum Amount, LSB shall use its commercially reasonable best efforts to maintain the most advantageous policies of directors' and officers' liability insurance obtainable for a premium equal to the Maximum Amount. (b) If the Surviving Bank or any of its successors or assigns shall consolidate with or merge into any other Person and shall not be the continuing or surviving Person of such consolidation or merger or shall transfer all or substantially all of its assets to any Person, then and in each case, proper provision policy as contemplated by this Section 7.3.2 shall be made so that split equally by Xxxxxxxx and the successors and assigns of the Surviving Bank shall assume the obligations set forth in this Section 8.14Sponsor.

D&O Insurance. (a) LSB shall use its commercially reasonable best efforts During the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation will (and ONSB shall cooperate Parent will cause the Surviving Corporation to) maintain in effect directors’ and officers’ liability, employment practices liability and fiduciary liability insurance covering the Indemnified Persons and the other natural persons insured by the Company Group’s directors’ and officers’ liability, employment practices liability and fiduciary liability insurance in effect as of the Closing (such persons, “Insured Persons” and such insurance the “Current Insurance”) in respect of acts, omissions, facts, circumstances and other matters existing or occurring at or prior to the Effective Time in these effortson terms and conditions, including limits and retentions, no less favorable to the Insured Persons than the Current Insurance; provided, however, that the aggregate annual premium for such insurance shall not exceed three hundred percent (300%) to maintain in effect of the premium for the Current Insurance (the “Maximum Amount”); provided, further, that if such insurance is not available or the aggregate annual premium for such insurance exceeds the Maximum Amount, then the Surviving Corporation shall obtain the most coverage available for a period cost not exceeding the Maximum Amount. In lieu of three (3) years after the Effective Time ONSB's existing directors' and officers' liability insurance policy (provided that LSB may substitute therefor (i) policies of foregoing, at least the same coverage and amounts containing terms and conditions which are substantially no less advantageous or (ii) with the consent of ONSB given prior to the Effective Time, any the Company or Parent may, following consultations with each other, require the Company to, at the sole cost and expense of Parent, obtain directors’ and officers’ liability, employment practices liability and fiduciary liability “tail” insurance covering the Insured Persons in respect of acts, omissions, facts, circumstances and other policy) with respect to claims arising from facts matters existing or events which occurred occurring at or prior to the Effective Time on terms and covering persons who are currently covered by conditions, including limits and retentions, no less favorable to the Insured Persons than the Current Insurance; provided that the aggregate premium for such insurance“tail” insurance shall not exceed the Maximum Amount; provided, further, however, that LSB shall that if such “tail” insurance is not be obligated to make reasonably available or the aggregate premium payments for such three-year period in respect of such policy (or coverage replacing such policy) which exceed, for the portion related to ONSB's directors and officers, 250% of the annual premium payments on ONSB's current policy in effect as of the date of this Agreement (the "Maximum Amount"). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, LSB shall use its commercially reasonable best efforts to maintain then the Company may obtain the most advantageous policies of directors' and officers' liability insurance obtainable coverage that is reasonably available for a premium equal to cost not exceeding the Maximum Amount. (b) If the Surviving Bank or any of its successors or assigns shall consolidate with or merge into any other Person and shall not be the continuing or surviving Person of such consolidation or merger or shall transfer all or substantially all of its assets to any Person, then and in each case, proper provision shall be made so that the successors and assigns of the Surviving Bank shall assume the obligations set forth in this Section 8.14.

D&O Insurance. (a) LSB shall use its commercially reasonable best efforts (and ONSB shall cooperate prior Prior to the Effective Time in these efforts) to maintain in effect for a period of three (3) years after Closing, the Effective Time ONSB's existing directors' and officers' liability insurance policy (provided that LSB may substitute therefor Company shall purchase (i) policies of at least from the same Company’s existing directors’ and officers’ liability insurance carriers a prepaid “tail” policy with respect to the Company’s directors’ and officers’ liability insurance in effect on the date hereof (“D&O Tail Policy 1”) that provides for (A) $15 million in “Side ABC” coverage and amounts containing terms (B) $10 million in “Side A Coverage” and conditions which are substantially no less advantageous or (ii) from an insurance carrier with the consent of ONSB given prior to same or better credit rating as the Effective Time, any other policy) Company’s directors’ and officers’ liability insurance carriers on the date hereof a prepaid “tail” policy with respect to claims arising from facts or events which occurred prior the Company’s directors’ and officers’ liability insurance in effect on the date hereof that provides for $15 million in additional “Side A” coverage (“D&O Tail Policy 2”, and together with D&O Tail Policy 1 or, if applicable, the Alternative D&O Policy, the “D&O Tail Policies”); provided, that, if the Company is unable to obtain the D&O Tail Policy 1 and the D&O Tail Policy 2 after using commercially reasonable efforts, it shall purchase a prepaid “tail” policy with respect to the Effective Time Company’s directors’ and covering persons who are currently covered by such insuranceofficers’ liability insurance in effect on the date hereof from an insurance carrier with the same or better credit ratings as the Company’s directors’ and officers’ liability insurance carriers on the date hereof (the “Alternative D&O Policy”); provided, that LSB the aggregate cost for such Alternative D&O Policy shall not be obligated to make aggregate premium payments for such three-year period in respect excess of such policy (or coverage replacing such policy) which exceed, for the portion related to ONSB's directors and officers, 250350% of the annual premium payments on ONSB's aggregate annualized amount paid or payable by the Company for coverage for the current policy in effect as of the date of this Agreement fiscal year. The Surviving Corporation will (the "Maximum Amount"). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, LSB shall use its commercially reasonable best efforts to maintain the most advantageous policies of directors' and officers' liability insurance obtainable for a premium equal to the Maximum Amount. (b) If Parent will cause the Surviving Bank or any of Corporation to) maintain such D&O Tail Policies in full force and effect and continue to honor its successors or assigns shall consolidate with or merge into any other Person obligations thereunder for so long as such D&O Tail Policies are in full force and shall not be the continuing or surviving Person of such consolidation or merger or shall transfer all or substantially all of its assets to any Person, then and in each case, proper provision shall be made so that the successors and assigns of the Surviving Bank shall assume the obligations set forth in this Section 8.14effect.

D&O Insurance. (a) LSB shall use In consideration of the mutual covenants set forth herein, Section 11 of that certain Indemnification Agreement between Employee and the Company is amended and restated in its commercially reasonable best efforts (and ONSB shall cooperate prior to the Effective Time in these efforts) to maintain in effect for a period of three (3) years after the Effective Time ONSB's existing directors' and officers' liability insurance policy (provided that LSB may substitute therefor entirety as follows: (i) policies Maintenance of at least D&O Insurance. The Company hereby covenants and agrees that, so long as Indemnitee shall continue to serve as an agent of the same coverage Company and thereafter so long as Indemnitee shall be subject to any possible proceeding by reason of the fact that Indemnitee was an agent of the Company, the Company, subject to Section (b) below, shall promptly obtain and maintain in full force and effect directors’ and officers’ liability insurance (“D&O Insurance”) in reasonable amounts containing terms from established and conditions which are substantially no less advantageous reputable insurers of a minimum A.M. Best rating of A- VII, and as more fully described below. In the event of a change in control, the Company shall, as set forth in Section (b) below, either: (i) maintain such D&O Insurance for six years; or (ii) with the consent of ONSB given prior to the Effective Time, any other policy) with respect to claims arising from facts or events which occurred prior to the Effective Time and covering persons who are currently covered by such insurance; provided, that LSB shall not be obligated to make aggregate premium payments purchase a six-year tail for such three-year period in respect of D&O Insurance. Should a tail policy be purchased, reasonable efforts shall be made to try to negotiate that such policy is purchased by the Company’s D&O insurance broker at that time, and under the same or better terms and limits for individuals that is in place at that time. (ii) Limitation on Required Maintenance of D&O Insurance. Notwithstanding the foregoing, the Company shall have no obligation to obtain or coverage replacing maintain D&O Insurance at all, or of any type, terms, or amount, if the Company determines in good faith and after using commercially reasonable efforts that: such policy) which exceed, insurance is not reasonably available; the premium costs for the portion related such insurance are disproportionate to ONSB's directors and officers, 250% of the annual premium payments on ONSB's current policy in effect as of the date of this Agreement (the "Maximum Amount"). If the amount of coverage provided; the premiums necessary to maintain or procure coverage provided by such insurance coverage exceeds the Maximum Amount, LSB shall use its commercially reasonable best efforts is limited so as to maintain the most advantageous policies of directors' and officers' liability provide an insufficient or unreasonable benefit; Indemnitee is covered by similar insurance obtainable for maintained by a premium equal to the Maximum Amount. (b) If the Surviving Bank or any of its successors or assigns shall consolidate with or merge into any other Person and shall not be the continuing or surviving Person of such consolidation or merger or shall transfer all or substantially all of its assets to any Person, then and in each case, proper provision shall be made so that the successors and assigns subsidiary of the Surviving Bank shall assume Company; or the obligations set forth in this Section 8.14Company is to be acquired and a policy (tail or otherwise) of reasonable terms and duration can be purchased for pre-closing acts or omissions by Indemnitee.”