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

Indemnification; Directors’ and Officers’ Insurance. (a) The Company shall, and from and after the Effective Time, CSLC and the Surviving Entity shall, indemnify, defend and hold harmless each person who is now, or at any time prior to the date hereof has been or who becomes prior to the Effective Time, an officer, director or employee of the Company or any of its Subsidiaries (the "Indemnified Parties") from and against (i) all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not unreasonably be withheld) of or in connection with any claim, action, suit, proceeding, case or investigation ("Action") based in whole or in part on or arising in whole or in part out of or in connection with the fact that such person is or was a director, officer or employee of the Company or any Subsidiary, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, at or after the Effective Time ("Indemnified Liabilities") and (ii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of or in connection with this Agreement, the Merger or any of the transactions contemplated hereby or thereby, in each case to the fullest extent a corporation is permitted under applicable law to indemnify its own directors, officers and employees, as the case may be and CSLC and the Surviving Entity, as the case may be, shall pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the fullest extent permitted under applicable law upon receipt of any undertaking contemplated by applicable law. Without limiting the foregoing, if any such claim, action, suit, proceeding or investigation is commenced or instituted against any Indemnified Party (whether arising before or after the Effective Time), (i) the Indemnified Parties may retain counsel satisfactory to them and the Company (or satisfactory to them and CSLC and the Surviving Entity after the Effective Time); (ii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as reasonably itemized statements therefor are received; and (iii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall use best efforts to assist in the vigorous defense of any such matter, provided that neither the Company, CSLC nor the Surviving Entity shall be liable for any settlement of any claim effected without its written consent (which consent shall not unreasonably be withheld). Any Indemnified Party electing to claim indemnification under this Section 5.9, upon learning of any such Action, shall promptly notify the Company, CSLC or the Surviving Entity of such election (but the failure so to notify the Company shall not relieve it from any liability which it may have under this Section 5.9, except to the extent such failure materially prejudices it or if it otherwise forfeits substantive rights and defenses as a result of such failure), and shall deliver to the Company (or after the Effective Time, to CSLC and the Surviving Entity) the undertaking contemplated by applicable law. The Indemnified Parties as a group may retain only one firm of legal counsel to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict in respect of any significant issue between the positions of any two or more Indemnified Parties. (b) For a period of seven years after the Effective Time, CSLC shall cause to be maintained in effect the current policies of directors' and officers' liability insurance maintained by the Company and its Subsidiaries (provided that CSLC may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous) with respect to claims arising from facts or events which occurred before the Effective Time to the extent available on commercially reasonable terms; provided, however, that CSLC shall not be obligated to incur in excess of $400,000 in the aggregate under this Section 5.9(b). (c) The provisions of this Section 5.9 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his heirs and his representatives.

Indemnification; Directors’ and Officers’ Insurance. (a) The Company shall, and from and after the Effective Time, CSLC and the Surviving Entity Corporation and Parent shall, indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date hereof has been or who becomes prior to the Effective Time, an officer, director director, employee or employee agent of the Company or any of its Subsidiaries (the "Indemnified Parties") from and against (i) all losses, claims, damages, costs, expenses (including attorneys' fees and expenses), liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not be unreasonably be withheld) of or in connection with any threatened or actual claim, action, suit, proceeding, case proceeding or investigation ("Action") based in whole or in part on or arising in whole or in part out of or in connection with the fact that such person is or was a director, officer officer, employee or employee agent of the Company or any Subsidiaryof its Subsidiaries or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise or by reason of anything done or not done by such person in any such capacity whether pertaining to any matter existing or occurring at or prior to the Effective Time or any acts or omissions occurring or existing at or prior to the Effective Time and whether asserted or claimed prior to, or at or after after, the Effective Time ("Indemnified Liabilities") and (ii) ), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of of, or in connection with pertaining to this Agreement, the Merger Agreement or any of the transactions contemplated hereby or therebyhereby, in each case to the fullest full extent a corporation is permitted under by applicable law to indemnify its own directors, officers and employees, as the case may be and CSLC (and the Company, the Surviving EntityCorporation, and Parent, as the case may be, shall pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the fullest full extent permitted by law). In determining whether an Indemnified Party is entitled to indemnification under applicable law upon receipt of any undertaking contemplated this Section 6.6, if requested by applicable lawsuch Indemnified Party, such determination shall be made by special, independent counsel selected by the Surviving Corporation and Parent and approved by the Indemnified Party (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Surviving Corporation, Parent or their respective affiliates within the last three years (other than in connection with such matters). Without limiting the foregoing, if in the event any such claim, action, suit, proceeding or investigation is commenced or instituted brought against any Indemnified Party Parties (whether arising before or after the Effective Time), (i) the Indemnified Parties may retain the Company's regularly engaged independent legal counsel or counsel satisfactory to them and reasonably satisfactory to the Company (or satisfactory to them and CSLC and reasonably satisfactory to the Surviving Entity Corporation and Parent after the Effective Time); (ii) , and the Company (or after the Effective Time, CSLC and the Surviving EntityCorporation and Parent) shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties as promptly as reasonably itemized statements therefor are received; and (iiiii) the Company (or after the Effective Time, CSLC and the Surviving EntityCorporation and Parent) shall will use all reasonable best efforts to assist in the vigorous defense of any such matter, provided that neither none of the Company, CSLC nor the Surviving Entity Corporation or Parent shall be liable for any settlement of any claim effected without its prior written consent (which consent shall not unreasonably be withheld). Any Indemnified Party electing wishing to claim indemnification under this Section 5.96.6, upon learning of any such Actionclaim, action, suit, proceeding or investigation, shall promptly notify the CompanyCompany (or after the Effective Time, CSLC or the Surviving Entity of such election Corporation and Parent) (but the failure so to notify the Company shall not relieve it a party from any liability which it may have under this Section 5.9, 6.6 except to the extent such failure materially prejudices it or if it otherwise forfeits substantive rights and defenses as a result of such failure), party's position with respect to such claims) and shall deliver to the Company (or after the Effective Time, to CSLC and the Surviving EntityCorporation and Parent) the undertaking contemplated by applicable lawSection 145(e) of the DGCL, but without any requirement for the posting of a bond. The Indemnified Parties as a group may retain only one law firm of legal counsel (plus one local counsel, if necessary) to represent them with respect to each such matter unless there is, under applicable standards the use of professional conduct, counsel chosen to represent the Indemnified Parties would present such counsel with a conflict of interest, or the representation of all of the Indemnified Parties by the same counsel would be inappropriate due to actual or potential differing interests between them, in which case such additional counsel as may be required (as shall be reasonably determined by the Indemnified Parties and the Company, the Surviving Corporation or Parent, as the case may be) may be retained by the Indemnified Parties at the cost and expense of the Company, Surviving Corporation or Parent, as the case may be. The Company and Sub agree that the foregoing rights to indemnification, including provisions relating to advances of expenses incurred in defense of any action or suit, existing in favor of the Indemnified Parties with respect to matters occurring through the Effective Time, shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time; provided, however, that all rights to indemnification (including rights relating to advances of expenses) in respect of any significant issue between Indemnified Liabilities asserted or made within such period shall continue until the positions disposition of such Indemnified Liabilities. Furthermore, the provisions with respect to indemnification set forth in the Certificate of Incorporation or Bylaws of the Surviving Corporation shall not be amended for a period of six years following the Effective Time if such amendment would adversely affect the rights thereunder of individuals who at any two time prior to the Effective Time were directors, officers, employees or more Indemnified Partiesagents of the Company in respect of actions or omissions occurring at or prior to the Effective Time. (b) The Company (or after the Effective Time, the Surviving Corporation and Parent) shall indemnify any Indemnified Party against all reasonable costs and expenses (including attorney's fees and expenses), such amounts to be payable in advance upon request as provided in Section 6.6(a), relating to the enforcement of such Indemnified Party's rights under this Section 6.6 or under the documents referred to in this Section 6.6 regardless of whether or not such Indemnified Party is ultimately determined to be entitled to indemnification hereunder or thereunder. Any amounts due pursuant to the preceding sentence shall be payable upon request by the Indemnified Party and shall bear interest from the date that such were originally due and payable at a rate equal to the prime rate of interest as announced by The Chase Manhattan Bank plus 1% as in effect on the date of such initial request. (c) For a period of seven six years after the Effective Time, CSLC the Surviving Corporation shall cause to be maintained in effect the current policies of directors' and officers' liability insurance maintained by the Company and its Subsidiaries (provided that CSLC Parent may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no less advantageousadvantageous to the Indemnified Parties) with respect to claims matters arising from facts before and acts or events which occurred before omissions occurring or existing at or prior to the Effective Time to including the extent available on commercially reasonable terms; providedtransactions contemplated by this Agreement, however, provided that CSLC Parent shall not be obligated required to incur pay an annual premium for such insurance in excess of 125% of the last annual premium paid by the Company prior to the date hereof, but in such case shall purchase as much coverage as possible for such amount. The last annual premium paid by the Company was $400,000 in the aggregate under this Section 5.9(b)523,720. (cd) For a period of 6 years after the Effective Time, the Surviving Corporation shall cause to be maintained in effect the current policies of fiduciary liability insurance maintained by the Company and its Subsidiaries (provided that Parent may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous to the Indemnified Parties who are covered thereby) with respect to matters arising before and acts or omissions occurring or existing at or prior to the Effective Time, provided that Parent shall not be required to pay an annual premium for such insurance in excess of 200% of the last annual premium paid by the Company prior to the date hereof, but in such case shall purchase as much coverage as possible for such amount. The last annual premium paid by the Company was $13,500. Furthermore, the provisions with respect to indemnification provided for under any Benefit Plan or Employee Arrangement shall not be amended for a period of six years following the Effective Time if such amendment would adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directors, officers, employees or agents of the Company in respect of actions or omissions occurring at or prior to the Effective Time. (e) The provisions of this Section 5.9 6.6 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his heirs and his representativespersonal representatives and shall be binding on all successors and assigns of Sub, the Company and the Surviving Corporation. (f) The Company will honor the indemnification agreements identified in Schedule 4.1(w), except for the provisions relating to the establishment of trusts. The Company may enter into substantially similar indemnification agreements with other directors of the Company, provided that such agreements shall not contain any provisions for the establishment of trusts. (g) Nothing in this Section 6.6 shall be interpreted as obligating the Company (or from and after the Effective Time, the Surviving Corporation), Parent, Sub or any of their respective successors or assigns, to pay, make reimbursement for or otherwise assume responsibility for any Taxes or penalties imposed on any officer, director, employee or agent or for any other amount relating to any of such Person's Tax obligations or liabilities.

Indemnification; Directors’ and Officers’ Insurance. (a) The Company shallWithout limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement in effect on the date hereof or otherwise, and from and after the Effective Time, CSLC Parent and the Surviving Entity Corporation shall, jointly and severally, indemnify, defend and hold harmless harmless, in the same manner as provided by the Company immediately prior to the date of this Agreement, each person Person who is now, or has been at any time prior to the date hereof has been of this Agreement or who becomes prior to the Effective Time, an officer, a director or employee officer of the Company or any of its Subsidiaries or who acts as a fiduciary under any Company Benefit Plan, in each case, when acting in such capacity (the "“Indemnified Parties"Persons”) from and against (i) all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not unreasonably be withheld) settlement, of or incurred in connection with any claimthreatened or actual Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, action, suit, proceeding, case or investigation ("Action") based in whole or in part part, on or arising arising, in whole or in part part, out of or in connection with the fact that such person Person is or was a director, director or officer or employee of the Company or any Subsidiaryof its Subsidiaries, a fiduciary under any Company Benefit Plan or is or was serving at the request of the Company or any of its Subsidiaries as a director, officer, employee or fiduciary of another corporation, partnership, limited liability company, joint venture, Employee Benefit Plan, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any matter act or omission occurring or existing or occurring at or prior to to, but not after, the Effective Time and whether asserted or claimed prior to, at or after but not after, the Effective Time ("“Indemnified Liabilities") and (ii) ”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of of, or in connection with pertaining to, this Agreement, Agreement or the Merger or any of the transactions contemplated hereby or therebyTransactions, in each case to the fullest extent a corporation is permitted under applicable law to indemnify its own directors, officers Law (and employees, as the case may be and CSLC Parent and the Surviving EntityCorporation shall, as the case may bejointly and severally, shall pay expenses incurred in connection therewith, including but not limited to expenses for the retention of the Company’s regularly engaged legal counsel or other counsel satisfactory to them, in advance of the final disposition of any such action or proceeding Proceeding to each Indemnified Party Person to the fullest extent permitted under applicable law upon receipt of any undertaking contemplated by applicable lawLaw). Without limiting the foregoing, if in the event any such claim, action, suit, proceeding Proceeding is brought or investigation is commenced or instituted threatened to be brought against any Indemnified Party Persons (whether arising before or after the Effective Time), (i) the Indemnified Parties Persons may retain the Company’s regularly engaged legal counsel or other counsel satisfactory to them them, and the Company (or satisfactory to them and CSLC Parent and the Surviving Entity after the Effective Time); (ii) the Company (or after the Effective Time, CSLC and the Surviving Entity) Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties Persons as promptly as reasonably itemized statements therefor are received; , and (iiiii) the Company (or after the Effective Time, CSLC Parent and the Surviving Entity) Corporation shall use its best efforts to assist in the vigorous defense of any such matter, provided that neither the Company, CSLC nor the Surviving Entity shall be liable for any settlement of any claim effected without its written consent (which consent shall not unreasonably be withheld). Any Indemnified Party electing Person wishing to claim indemnification or advancement of expenses under this Section 5.96.10, upon learning of any such ActionProceeding, shall promptly notify the Company, CSLC or the Surviving Entity of such election Corporation (but the failure so to notify the Company shall not relieve it a Party from any liability which obligations that it may have under this Section 5.9, 6.10 except to the extent such failure materially prejudices it such Party’s position with respect to such claims). With respect to any determination of whether any Indemnified Person is entitled to indemnification by Parent or if it otherwise forfeits substantive rights Surviving Corporation under this Section 6.10, such Indemnified Person shall have the right, as contemplated by the DGCL, to require that such determination be made by special, independent legal counsel selected by the Indemnified Person and defenses approved by Parent or Surviving Corporation, as a result of such failureapplicable (which approval shall not be unreasonably withheld or delayed), and shall deliver to who has not otherwise performed material services for Parent, Surviving Corporation or the Company Indemnified Person within the last three (or after the Effective Time, to CSLC and the Surviving Entity3) the undertaking contemplated by applicable law. The Indemnified Parties as a group may retain only one firm of legal counsel to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict in respect of any significant issue between the positions of any two or more Indemnified Partiesyears. (b) For a period Parent and the Surviving Corporation agree that, until the six (6) year anniversary date of seven years after the Effective Time, CSLC that neither Parent nor the Surviving Corporation shall amend, repeal or otherwise modify any provision in the Organizational Documents of the Surviving Corporation or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by applicable Law. Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, fulfill and honor any indemnification, expense advancement or exculpation agreements between the Company or any of its Subsidiaries and any of its directors or officers existing and in effect immediately prior to the Effective Time. (c) Parent and the Surviving Corporation shall indemnify any Indemnified Person against all reasonable costs and expenses (including reasonable attorneys’ fees and expenses), such amounts to be payable in advance upon request as provided in Section 6.10(a), relating to the enforcement of such Indemnified Person’s rights under this Section 6.10 or under any charter, bylaw or Contract regardless of whether such Indemnified Person is ultimately determined to be entitled to indemnification hereunder or thereunder. (d) Parent and the Surviving Corporation will cause to be maintained put in effect place, and Parent shall fully prepay immediately prior to the current Effective Time, “tail” insurance policies of directors' and officers' liability insurance maintained by the Company and its Subsidiaries (provided that CSLC may substitute therefor policies with a claims reporting or discovery period of at least six (6) years from the Effective Time (the “Tail Period”) from an insurance carrier with the same coverage and amounts containing terms and conditions which are no less advantageous) or better credit rating as the Company’s current insurance carrier with respect to claims arising from facts directors’ and officers’ liability insurance (“D&O Insurance”) in an amount and scope at least as favorable as the Company’s existing policies with respect to matters, acts or events which occurred before omissions existing or occurring at, prior to, or after, the Effective Time to the extent available on commercially reasonable termsTime; provided, however, that CSLC in no event shall the aggregate cost of the D&O Insurance exceed during the Tail Period 300% of the current aggregate annual premium paid by the Company for such purpose; and provided, further, that if the cost of such insurance coverage exceeds such amount, the Surviving Corporation shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (e) In the event that Parent, the Surviving Corporation or any of their Subsidiaries or any of their respective successors or assignees (i) consolidates with or merges into any other Person and shall not be obligated the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to incur any Person, then, in excess each such case, proper provisions shall be made so that the successors and assigns of $400,000 Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in the aggregate under this Section 5.9(b). (c) 6.10. The provisions of this Section 5.9 6.10 are intended to be for the benefit of, and shall be enforceable by, the Parties and each Indemnified PartyPerson entitled to indemnification or insurance coverage or expense advancement pursuant to this Section 6.10, and his heirs and his representativesRepresentatives. The rights of the Indemnified Persons under this Section 6.10 are in addition to any rights such Indemnified Persons may have under the Organizational Documents of the Company or any of its Subsidiaries, or under any applicable Contracts or Law. Parent and the Surviving Corporation shall pay all expenses, including reasonable and documented attorneys’ fees, that may be incurred by any Indemnified Person in enforcing the indemnity and other obligations provided in this Section 6.10.

Indemnification; Directors’ and Officers’ Insurance. (a) The Company shallWithout limiting any other rights that any Indemnified Person (as defined below) may have pursuant to the Company’s Organizational Documents, any employment agreement or any indemnification agreement in effect on the date hereof or otherwise (which agreements shall be assumed by Parent and the Surviving Company), from and after the Effective Time, CSLC and the Surviving Entity Company shall, and Parent shall cause the Surviving Company to, indemnify, defend and hold harmless each person Person who is now, or has been at any time prior to the date hereof has been of this Agreement or who becomes prior to the Effective Time, an officer, a director or employee officer of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise (the "“Indemnified Parties"Persons”) against and from and against (i) all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not unreasonably be withheld) of of, or incurred in connection with any claimthreatened or actual Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, action, suit, proceeding, case or investigation ("Action") based in whole or in part part, on or arising arising, in whole or in part part, out of or in connection with the fact that such person Person is or was a director, director or officer or employee of the Company or any Subsidiaryof its Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, Employee Benefit Plan, trust or other enterprise or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any matter act or omission occurring or existing or occurring prior to, at or prior to after the Effective Time and whether asserted or claimed prior to, at or after the Effective Time ("“Indemnified Liabilities") and (ii) ”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of of, or in connection with pertaining to, this Agreement, Agreement or the Merger or any of the transactions contemplated hereby or therebyTransactions, in each case case, to the fullest extent a corporation is permitted under applicable law to indemnify its own directors, officers and employees, as the case may be and CSLC and the Surviving Entity, as the case may be, shall pay expenses in advance of the final disposition of any such action Indemnified Person is entitled to be so indemnified by the Company or proceeding to each Indemnified Party to its Subsidiaries on the fullest extent permitted under applicable law upon receipt of any undertaking contemplated by applicable lawdate hereof. Without limiting the foregoing, if in the event any such claim, action, suit, proceeding Proceeding is brought or investigation is commenced or instituted threatened to be brought against any Indemnified Party Persons (whether arising before or after the Effective Time), (i) the Indemnified Parties Persons may retain the Company’s regularly engaged legal counsel or other counsel satisfactory to them such Indemnified Person, and the Company (or satisfactory to them and CSLC Parent and the Surviving Entity after the Effective Time); (ii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties Persons as promptly as reasonably itemized statements therefor are received; , and (iiiii) the Surviving Company (or after the Effective Time, CSLC and the Surviving Entity) shall use its best efforts to assist in the vigorous defense of any such matter, provided that neither the Company, CSLC nor the Surviving Entity shall be liable for any settlement of any claim effected without its written consent (which consent shall not unreasonably be withheld). Any Indemnified Party electing Person wishing to claim indemnification or advancement of expenses under this Section 5.96.10, upon learning of any such ActionProceeding, shall promptly notify the CompanySurviving Company (provided, CSLC or the Surviving Entity of such election (but that the failure so to notify the Company shall not relieve it a party from any liability which obligations that it may have under this Section 5.9, 6.10 except to the extent such failure materially prejudices it or if it otherwise forfeits substantive rights and defenses as a result of such failure), and shall deliver to the Company (or after the Effective Time, to CSLC and the Surviving Entity) the undertaking contemplated by applicable law. The Indemnified Parties as a group may retain only one firm of legal counsel to represent them party’s position with respect to each such matter unless there isclaims). Notwithstanding anything to the contrary set forth in this Agreement, under Parent or the Surviving Company, as applicable, (i) shall not be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned) and (ii) shall not have any obligation hereunder to any Indemnified Person to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable standards Law, in which case the Indemnified Person shall promptly refund to Parent or the Surviving Company the amount of professional conductall such expenses theretofore advanced pursuant hereto, a conflict in respect of any significant issue between the positions of any two or more Indemnified Partiesif any. (b) For Parent and the Surviving Company shall not amend, repeal or otherwise modify any provision in the Organizational Documents of the Surviving Company or its Subsidiaries in any manner that would affect (or manage the Surviving Company or its Subsidiaries, with the intent to or in a period manner that would affect) adversely the rights thereunder or under the Organizational Documents of seven years after the Effective TimeSurviving Company or any of its Subsidiaries of any Indemnified Person to indemnification, CSLC exculpation and advancement except to the extent required by applicable Law. Parent shall, and shall cause to be maintained in effect the current policies of directors' and officers' liability insurance maintained by the Surviving Company and its Subsidiaries (provided that CSLC may substitute therefor policies to, fulfill and honor any indemnification, expense advancement or exculpation agreements between the Company or any of at least its Subsidiaries and any of its directors, officers or employees existing on the same coverage and amounts containing terms and conditions which are no less advantageous) with respect to claims arising from facts or events which occurred before the Effective Time to the extent available on commercially reasonable terms; provided, however, that CSLC shall not be obligated to incur in excess date of $400,000 in the aggregate under this Section 5.9(b)Agreement. (c) The Company shall put in place, and fully prepay immediately prior to the Effective Time, “tail” insurance policies with a claims period of at least six years from the Effective Time from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance in an amount and scope at least as favorable as the Company’s existing policies with respect to matters, acts or omissions existing or occurring at or prior to the Effective Time. (d) In the event that Parent, the Surviving Company or any Subsidiary of the Surviving Company, or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, in each such case, proper provisions shall be made so that the successors and assigns of Parent, the Surviving Company or such Subsidiary of the Surviving Company, as the case may be, shall assume the obligations set forth in this Section 6.10. Parent and the Surviving Company shall not sell, transfer, distribute or otherwise dispose of any of their assets or the assets of any Subsidiary in a manner that would reasonably be expected to render Parent or the Surviving Company unable to satisfy their obligations under this Section 6.10. The provisions of this Section 5.9 6.10 are intended to be for the benefit of, and shall be enforceable by, the parties and each Indemnified PartyPerson entitled to indemnification or insurance coverage or expense advancement pursuant to this Section 6.10, his and his, her or its heirs and his representatives. The rights of the Indemnified Persons under this Section 6.10 are in addition to any rights such Indemnified Persons may have under the Organizational Documents of the Company or any of its Subsidiaries, or under any applicable contracts or Law. Parent and the Surviving Company shall pay all expenses, including attorneys’ fees, that may be incurred by any Indemnified Person in enforcing the indemnity and other obligations provided in this Section 6.10.

Indemnification; Directors’ and Officers’ Insurance. (a) The Company shallWithout limiting any additional rights that any director, and officer, trustee, employee, agent, or fiduciary may have under any employment or indemnification agreement or under the Partnership Agreement or this Agreement or the similar organizational documents or agreements of the GP or Abraxas Operating, from and after the Effective Time, CSLC and the Surviving Entity Abraxas shall, indemnify, defend : (i) indemnify and hold harmless each person who is now, or at any time prior to the date hereof has been or who becomes prior during the period from the date hereof through the date of the Effective Time serving as a director or officer of the GP or Abraxas Operating or as a fiduciary under or with respect to any employee benefit plan (within the meaning of Section 3(3) of ERISA) (each an “Indemnified Party” and, collectively, the “Indemnified Parties”) to the Effective Timefullest extent authorized or permitted by applicable Law, an officeras now or hereafter in effect, director or employee of the Company or in connection with any of its Subsidiaries (the "Indemnified Parties") from Claim and against (i) all any losses, claims, damages, liabilities, costs, expensesIndemnification Expenses, liabilities or judgments or judgments, fines, penalties and amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not unreasonably be withheld) of including all interest, assessments and other charges paid or payable in connection with any claim, action, suit, proceeding, case or investigation ("Action") based in whole or in part on or arising in whole or in part out respect of or in connection with the fact that such person is or was a director, officer or employee of the Company or any Subsidiary, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, at or after the Effective Time ("Indemnified Liabilities"thereof) resulting therefrom; and (ii) all Indemnified Liabilities based in whole or in part onpromptly pay on behalf of or, or arising in whole or in part out of or in connection with this Agreementwithin ten (10) days after any request for advancement, the Merger or any advance to each of the transactions contemplated hereby Indemnified Parties, any Indemnification Expenses incurred in defending, serving as a witness with respect to or thereby, in each case otherwise participating with respect to the fullest extent a corporation is permitted under applicable law to indemnify its own directors, officers and employees, as the case may be and CSLC and the Surviving Entity, as the case may be, shall pay expenses any Claim in advance of the final disposition of any such action Claim, including payment on behalf of or proceeding advancement to each the Indemnified Party to the fullest extent permitted under applicable law upon receipt of any undertaking contemplated Indemnification Expenses incurred by applicable law. Without limiting the foregoing, if any such claim, action, suit, proceeding or investigation is commenced or instituted against any Indemnified Party (whether arising before or after the Effective Time), (i) the Indemnified Parties may retain counsel satisfactory to them and the Company (or satisfactory to them and CSLC and the Surviving Entity after the Effective Time); (ii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as reasonably itemized statements therefor are received; and (iii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall use best efforts to assist in the vigorous defense of any such matter, provided that neither the Company, CSLC nor the Surviving Entity shall be liable for any settlement of any claim effected without its written consent (which consent shall not unreasonably be withheld). Any Indemnified Party electing to claim indemnification under this Section 5.9, upon learning of any such Action, shall promptly notify the Company, CSLC or the Surviving Entity of such election (but the failure so to notify the Company shall not relieve it from any liability which it may have under this Section 5.9, except to the extent such failure materially prejudices it or if it otherwise forfeits substantive rights and defenses as a result of such failure), and shall deliver to the Company (or after the Effective Time, to CSLC and the Surviving Entity) the undertaking contemplated by applicable law. The Indemnified Parties as a group may retain only one firm of legal counsel to represent them connection with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict in respect of any significant issue between the positions of any two or more Indemnified Parties. (b) For a period of seven years after the Effective Time, CSLC shall cause to be maintained in effect the current policies of directors' and officers' liability insurance maintained by the Company and its Subsidiaries (provided that CSLC may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous) with respect to claims arising from facts or events which occurred before the Effective Time to the extent available on commercially reasonable terms; provided, however, that CSLC shall not be obligated to incur in excess of $400,000 in the aggregate under this Section 5.9(b). (c) The provisions of this Section 5.9 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his heirs and his representatives.enforcing any

Indemnification; Directors’ and Officers’ Insurance. (a) The Company shallWithout limiting any additional rights that any director, and officer, trustee, employee, agent, or fiduciary may have under any employment or indemnification agreement or under the Existing Partnership Agreement, this Agreement or, if applicable, similar organizational documents or agreements of any of the Partnership’s Subsidiaries, from and after the Effective Time, CSLC Parent and the Surviving Entity shallEntity, indemnifyjointly and severally, defend will: (i) indemnify and hold harmless each person Person who is now, or has been or becomes at any time prior to the date hereof has been or who becomes prior to the Effective Time, an officer, director or employee of the Company or any of its Subsidiaries the Retained Companies and also with respect to any such Person, in their capacity as a director, officer, employee, member, trustee or fiduciary of another corporation, foundation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (whether or not such other entity or enterprise is affiliated with the "Partnership) serving at the request of or on behalf of any of the Retained Companies and together with such Person’s heirs, executors or administrators (collectively, the “Indemnified Parties"”) from and to the fullest extent authorized or permitted by applicable Law in connection with any Claim or Action against (i) all any losses, claims, damages, liabilities, costs, expensesIndemnification Expenses, liabilities or judgments or judgments, fines, penalties and amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not unreasonably be withheld) of including all interest, assessments and other charges paid or payable in connection with any claim, action, suit, proceeding, case or investigation ("Action") based in whole or in part on or arising in whole or in part out respect of or in connection with the fact that such person is or was a director, officer or employee of the Company or any Subsidiary, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, at or after the Effective Time ("Indemnified Liabilities"thereof) resulting therefrom; and (ii) all Indemnified Liabilities based in whole or in part onpromptly pay on behalf of or, or arising in whole or in part out of or in connection with this Agreementwithin 15 days after any request for advancement, the Merger or any advance to each of the transactions contemplated hereby Indemnified Parties, any Indemnification Expenses incurred in defending, serving as a witness with respect to or thereby, in each case otherwise participating with respect to the fullest extent a corporation is permitted under applicable law to indemnify its own directors, officers and employees, as the case may be and CSLC and the Surviving Entity, as the case may be, shall pay expenses any Claim or Action in advance of the final disposition of any such action Claim or proceeding Action, including payment on behalf of or advancement to each the Indemnified Party to the fullest extent permitted under applicable law upon receipt of any undertaking contemplated Indemnification Expenses incurred by applicable law. Without limiting the foregoing, if any such claim, action, suit, proceeding or investigation is commenced or instituted against any Indemnified Party (whether arising before or after the Effective Time), (i) the Indemnified Parties may retain counsel satisfactory to them and the Company (or satisfactory to them and CSLC and the Surviving Entity after the Effective Time); (ii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as reasonably itemized statements therefor are received; and (iii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall use best efforts to assist in the vigorous defense of connection with enforcing any such matter, provided that neither the Company, CSLC nor the Surviving Entity shall be liable for any settlement of any claim effected without its written consent (which consent shall not unreasonably be withheld). Any Indemnified Party electing to claim indemnification under this Section 5.9, upon learning of any such Action, shall promptly notify the Company, CSLC or the Surviving Entity of such election (but the failure so to notify the Company shall not relieve it from any liability which it may have under this Section 5.9, except to the extent such failure materially prejudices it or if it otherwise forfeits substantive rights and defenses as a result of such failure), and shall deliver to the Company (or after the Effective Time, to CSLC and the Surviving Entity) the undertaking contemplated by applicable law. The Indemnified Parties as a group may retain only one firm of legal counsel to represent them with respect to such indemnification or advancement, in each such matter unless there is, under applicable standards of professional conduct, a conflict in respect case without the requirement of any significant issue between the positions of any two bond or more Indemnified Parties. (b) For a period of seven years after the Effective Time, CSLC shall cause to be maintained in effect the current policies of directors' and officers' liability insurance maintained by the Company and its Subsidiaries (provided that CSLC may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous) with respect to claims arising from facts or events which occurred before the Effective Time to the extent available on commercially reasonable terms; provided, however, that CSLC shall not be obligated to incur in excess of $400,000 in the aggregate under this Section 5.9(b). (c) The provisions of this Section 5.9 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his heirs and his representatives.other

Indemnification; Directors’ and Officers’ Insurance. (a) The Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement, organizational document or indemnification agreement in effect on the date hereof or otherwise, and to the fullest extent permitted by applicable Law, from the Closing, Parent and the Surviving Company shall, jointly and from and after the Effective Time, CSLC and the Surviving Entity shallseverally, indemnify, defend and hold harmless each person Person who is now, or has been at any time prior to the date hereof has been of this Agreement or who becomes prior to the Effective TimeClosing, an officer, a director or employee officer of the Company or any of its Subsidiaries or who acts as a fiduciary under any Company Benefit Plan, in each case, when acting in such capacity (the "“Indemnified Parties"Persons”) from and against (i) all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not unreasonably be withheld) settlement, of or incurred in connection with any claim, action, suit, proceeding, case threatened or investigation ("Action") based in whole actual Proceeding to which such Indemnified Person is or in part on or arising in whole or in part out is threatened to be made a party by reason of or in connection with the fact that such person Person is or was a director or officer of the Company or any of its Subsidiaries, a fiduciary under any Company Benefit Plan or, while a director or officer of the Company or any of its Subsidiaries, is or was serving at the request of the Company or any of its Subsidiaries as a director, officer or employee fiduciary of the Company another corporation, partnership, limited liability company, joint venture, Employee Benefit Plan, trust or any Subsidiaryother enterprise, as applicable, whether pertaining to any matter act or omission occurring or existing or occurring at or prior to or at, but not after, the Effective Time Closing and whether asserted or claimed prior to, at or after the Effective Time Closing ("“Indemnified Liabilities") and (ii) ”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of of, or in connection with pertaining to, this Agreement, Agreement or the Merger or any of the transactions contemplated hereby or therebyTransactions, in each case to the fullest extent a corporation is permitted under applicable law to indemnify its own directors, officers Law (and employees, as the case may be and CSLC Parent and the Surviving EntityCompany shall, as the case may bejointly and severally, shall pay expenses incurred in connection therewith in defending any such Proceeding in advance of the final disposition of any such action or proceeding Proceeding to each Indemnified Party Person to the fullest extent permitted under applicable law Law upon receipt of any an undertaking contemplated by applicable law. Without limiting the foregoing, if from such Person to repay any such claim, action, suit, proceeding amounts so advanced if it shall ultimately be determined that such Person is not entitled to indemnification from Parent or investigation is commenced or instituted against any Indemnified Party (whether arising before or after the Effective Time), (i) the Indemnified Parties may retain counsel satisfactory to them and the Company (or satisfactory to them and CSLC and the Surviving Entity after the Effective Time); (ii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as reasonably itemized statements therefor are received; and (iii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall use best efforts to assist in the vigorous defense of any such matter, provided that neither the Company, CSLC nor the Surviving Entity shall be liable for any settlement of any claim effected without its written consent (which consent shall not unreasonably be withheldtherefor). Any Indemnified Party electing Person wishing to claim indemnification or advancement of expenses under this Section 5.96.9, upon learning of any such ActionProceeding, shall promptly notify the Company, CSLC or the Surviving Entity of such election Company (but the failure so to notify the Company shall not relieve it a Party from any liability which obligations that it may have under this Section 5.9, 6.9 except to the extent such failure materially prejudices it or if it otherwise forfeits substantive rights and defenses as a result of such failure)Parent, and shall deliver to the Company (or after the Effective Time, to CSLC and the Surviving Entity) the undertaking contemplated by applicable law. The Indemnified Parties as a group may retain only one firm of legal counsel to represent them Company or such Party’s position with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict in respect of any significant issue between the positions of any two claims or more Indemnified Partiesliability therefor). (b) For Parent and the Surviving Company agree that, until the six (6) year anniversary date of the Closing, neither Parent nor the Surviving Company shall amend, repeal or otherwise modify any provision in the Organizational Documents of the Surviving Company or its Subsidiaries in any manner that would affect (or manage the Surviving Company or its Subsidiaries, with the intent to or in a period manner that would) adversely the rights thereunder or under the Organizational Documents of seven years after the Effective TimeSurviving Company or any of its Subsidiaries of any Indemnified Person to indemnification, CSLC exculpation and advancement except to the extent required by applicable Law. Parent shall, and shall cause its Subsidiaries to, fulfill and honor any indemnification, expense advancement or exculpation agreements between Parent, the Company or any of their respective Subsidiaries and any of their respective directors or officers existing and in effect immediately prior to the date hereof. (c) Parent and the Surviving Company shall indemnify any Indemnified Person against all reasonable costs and expenses (including reasonable attorneys’ fees and expenses), such amounts to be payable in advance upon request as provided in Section 6.9(a), relating to the enforcement of such Indemnified Person’s rights under this Section 6.9 or under any charter, bylaw or Contract; provided, that if any such payment is for costs or expenses relating to a loss or liability that is determined by a court of competent jurisdiction to have resulted primarily from the fraud, bad faith, willful misconduct or gross negligence of such Indemnified Person, such Indemnified Person shall promptly repay such amount to Parent or the Surviving Company, as applicable. (d) Parent and the Surviving Company will cause to be maintained put in effect place, and Parent shall fully prepay immediately prior to the current Closing, “tail” insurance policies of directors' and officers' liability insurance maintained by the Company and its Subsidiaries (provided that CSLC may substitute therefor policies with a claims period of at least six (6) years from the Closing (the “Tail Period”) from an insurance carrier with the same coverage and amounts containing terms and conditions which are no less advantageous) or better credit rating as the Company’s current insurance carrier with respect to claims arising from facts directors’ and officers’ liability insurance (“D&O Insurance”) in an amount and scope at least as favorable as the Company’s existing policies with respect to matters, acts or events which occurred before omissions existing or occurring at, prior to, or after, the Effective Time to the extent available on commercially reasonable termsClosing; provided, however, that CSLC in no event shall the aggregate cost of the D&O Insurance exceed during the Tail Period 300% of the current aggregate annual premium paid by the Company for such purpose; and provided, further, that if the cost of such insurance coverage exceeds such amount, the Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (e) In the event that Parent, the Surviving Company or any of their respective successors or assignees (i) consolidates with or merges into any other Person and shall not be obligated the continuing or surviving company or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to incur any Person, then, in excess each such case, proper provisions shall be made so that the successors and assigns of $400,000 Parent or the Surviving Company, as the case may be, shall assume the obligations set forth in this Section 6.9. Parent and the aggregate Surviving Company shall not sell, transfer, distribute or otherwise dispose of any of their assets in a manner that would reasonably be expected to render Parent or the Surviving Company unable to satisfy their obligations under this Section 5.9(b). (c) 6.9. The provisions of this Section 5.9 6.9 are intended to be for the benefit of, and shall be enforceable by, the Parties and each Indemnified PartyPerson entitled to indemnification or insurance coverage or expense advancement pursuant to this Section 6.9, and his heirs and his representativesRepresentatives. The rights of the Indemnified Persons under this Section 6.9 are in addition to any rights such Indemnified Persons may have under the Organizational Documents of Parent, the Company or any of their respective Subsidiaries, or under any applicable contracts or Law.

Indemnification; Directors’ and Officers’ Insurance. (a) The Company shallWithout limiting any additional rights that any director, and officer, trustee, employee, agent, or fiduciary may have under any employment or indemnification agreement or under the Existing Partnership Agreement, this Agreement or, if applicable, similar organizational documents or agreements of any of the Partnership’s Subsidiaries, from and after the Effective Time, CSLC Parent and the Surviving Entity shallEntity, indemnifyjointly and severally, defend will: (i) indemnify and hold harmless each person Person who is now, or has been or becomes at any time prior to the date hereof has been or who becomes prior to the Effective Time, an officer, director or employee of Partnership GP, the Company Partnership or any of its Subsidiaries and also with respect to any such Person, in such Person’s capacity as a director, officer, employee, member, trustee or fiduciary of another corporation, foundation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (whether or not such other entity or enterprise is affiliated with the "Partnership) serving at the request of or on behalf of Partnership GP, the Partnership or any of its Subsidiaries and together with such Person’s heirs, executors or administrators (collectively, the “Indemnified Parties"”) from and to the fullest extent authorized or permitted by applicable Law in connection with any Claim or Action against (i) all any losses, claims, damages, liabilities, costs, expensesIndemnification Expenses, liabilities or judgments or judgments, fines, penalties and amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not unreasonably be withheld) of including all interest, assessments and other charges paid or payable in connection with any claim, action, suit, proceeding, case or investigation ("Action") based in whole or in part on or arising in whole or in part out respect of or in connection with the fact that such person is or was a director, officer or employee of the Company or any Subsidiary, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, at or after the Effective Time ("Indemnified Liabilities"thereof) resulting therefrom; and (ii) all Indemnified Liabilities based in whole or in part onpromptly pay on behalf of or, or arising in whole or in part out of or in connection with this Agreementwithin 15 days after any request for advancement, the Merger or any advance to each of the transactions contemplated hereby Indemnified Parties, any Indemnification Expenses incurred in defending, serving as a witness with respect to or thereby, in each case otherwise participating with respect to the fullest extent a corporation is permitted under applicable law to indemnify its own directors, officers and employees, as the case may be and CSLC and the Surviving Entity, as the case may be, shall pay expenses any Claim or Action in advance of the final disposition of any such action Claim or proceeding Action, including payment on behalf of or advancement to each the Indemnified Party to the fullest extent permitted under applicable law upon receipt of any undertaking contemplated Indemnification Expenses incurred by applicable law. Without limiting the foregoing, if any such claim, action, suit, proceeding or investigation is commenced or instituted against any Indemnified Party (whether arising before in connection with enforcing any rights with respect to such indemnification or after advancement, in each case without the Effective Time), (i) the Indemnified Parties may retain counsel satisfactory to them requirement of any bond or other security. The indemnification and the Company (or satisfactory to them and CSLC advancement obligations of Parent and the Surviving Entity after the Effective Time); (ii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as reasonably itemized statements therefor are received; and (iii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall use best efforts pursuant to assist in the vigorous defense of any such matter, provided that neither the Company, CSLC nor the Surviving Entity shall be liable for any settlement of any claim effected without its written consent (which consent shall not unreasonably be withheld). Any Indemnified Party electing to claim indemnification under this Section 5.9, upon learning of any such Action, shall promptly notify the Company, CSLC 7.10(a) extend to acts or the Surviving Entity of such election (but the failure so to notify the Company shall not relieve it from any liability which it may have under this Section 5.9, except to the extent such failure materially prejudices it omissions occurring at or if it otherwise forfeits substantive rights and defenses as a result of such failure), and shall deliver to the Company (or after the Effective Time, to CSLC and the Surviving Entity) the undertaking contemplated by applicable law. The Indemnified Parties as a group may retain only one firm of legal counsel to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict in respect of any significant issue between the positions of any two or more Indemnified Parties. (b) For a period of seven years after the Effective Time, CSLC shall cause to be maintained in effect the current policies of directors' and officers' liability insurance maintained by the Company and its Subsidiaries (provided that CSLC may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous) with respect to claims arising from facts or events which occurred before the Effective Time and any Claim or Action relating thereto (including with respect to any acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Merger and the transactions contemplated by this Agreement and the ATLS Merger Agreement, including the consideration and approval thereof and the process undertaken in connection therewith and any Claim or Action relating thereto), and all rights to indemnification and advancement conferred hereunder continue as to any Indemnified Party who has ceased to be a director or officer of the Partnership or any of its Subsidiaries after the date of this Agreement and inure to the extent available on commercially reasonable terms; providedbenefit of such Person’s heirs, however, that CSLC shall not be obligated to incur executors and personal and legal representatives. As used in excess of $400,000 in the aggregate under this Section 5.9(b). 7.10: (cx) The provisions of this Section 5.9 are intended to be for the benefit ofterm “Claim” means any threatened, and shall be enforceable byasserted, each Indemnified Party, his heirs and his representatives.pending or completed action or proceeding,

Indemnification; Directors’ and Officers’ Insurance. (a) The Company shall, and from From and after the Effective Time, CSLC and Holdco shall, to the Surviving Entity shallfullest extent permitted by applicable law, indemnify, defend and hold harmless harmless, and provide advancement of expenses to, each person who is now, or has been at any time prior to the date hereof has been or who becomes prior to the Effective Time, an officer, director or employee of the Company or any of its Subsidiaries (the "“Company Indemnified Parties"”) from and against (i) all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not unreasonably be withheld) of or in connection with any claim, action, suit, proceeding, case proceeding or investigation ("Action") based in whole or in part on or arising in whole or in part out of or in connection with the fact that such person is or was a director, officer or employee of the Company or any SubsidiarySubsidiary of the Company, whether and pertaining to any matter existing or occurring occurring, or any acts or omissions occurring, at or prior to the Effective Time and Time, whether asserted or claimed prior to, or at or after after, the Effective Time ("including matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby) to the same extent such persons are indemnified or have the right to advancement of expenses as of the date hereof by the Company pursuant to the Company’s Amended and Restated Certificate of Incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof with any directors, officers and employees of the Company and its Subsidiaries. (b) From and after the Effective Time, Holdco shall, to the fullest extent permitted by applicable law, indemnify, defend and hold harmless, and provide advancement of expenses to, each person who is now, or has been at any time prior to the date hereof or becomes prior to the Effective Time, an officer, director or employee of GameStop or any of its Subsidiaries (the “GameStop Indemnified Liabilities"Parties” and, together with the Company Indemnified Parties, the “Indemnified Parties”) and (ii) against all Indemnified Liabilities losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement of or in connection with any claim, action, suit, proceeding or investigation based in whole or in part on, on or arising in whole or in part out of the fact that such person is or was a director, officer or employee of GameStop or any Subsidiary of GameStop, and pertaining to any matter existing or occurring, or any acts or omissions occurring, at or prior to the Effective Time, whether asserted or claimed prior to, or at or after, the Effective Time (including matters, acts or omissions occurring in connection with the approval of this Agreement, Agreement and the Merger or any consummation of the transactions contemplated hereby hereby) to the same extent such persons are indemnified or therebyhave the right to advancement of expenses as of the date hereof by GameStop pursuant to GameStop’s Amended and Restated Certificate of Incorporation, bylaws and indemnification agreements, if any, in each case to existence on the fullest extent a corporation is permitted under applicable law to indemnify its own date hereof with any directors, officers and employees, as the case may be employees of GameStop and CSLC and the Surviving Entity, as the case may be, shall pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the fullest extent permitted under applicable law upon receipt of any undertaking contemplated by applicable law. Without limiting the foregoing, if any such claim, action, suit, proceeding or investigation is commenced or instituted against any Indemnified Party (whether arising before or after the Effective Time), (i) the Indemnified Parties may retain counsel satisfactory to them and the Company (or satisfactory to them and CSLC and the Surviving Entity after the Effective Time); (ii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as reasonably itemized statements therefor are received; and (iii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall use best efforts to assist in the vigorous defense of any such matter, provided that neither the Company, CSLC nor the Surviving Entity shall be liable for any settlement of any claim effected without its written consent (which consent shall not unreasonably be withheld). Any Indemnified Party electing to claim indemnification under this Section 5.9, upon learning of any such Action, shall promptly notify the Company, CSLC or the Surviving Entity of such election (but the failure so to notify the Company shall not relieve it from any liability which it may have under this Section 5.9, except to the extent such failure materially prejudices it or if it otherwise forfeits substantive rights and defenses as a result of such failure), and shall deliver to the Company (or after the Effective Time, to CSLC and the Surviving Entity) the undertaking contemplated by applicable law. The Indemnified Parties as a group may retain only one firm of legal counsel to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict in respect of any significant issue between the positions of any two or more Indemnified PartiesSubsidiaries. (bc) For a period of seven six years after the Effective Time, CSLC Holdco shall cause to be maintained in effect the current policies of directors' ’ and officers' ’ liability insurance maintained by the Company and its Subsidiaries (provided that CSLC Holdco may substitute therefor policies with a substantially comparable insurer of at least the same coverage and amounts containing terms and conditions which that are no less advantageousadvantageous to the insured) with respect to claims arising from facts or events which that occurred at or before the Effective Time to the extent available on commercially reasonable termsTime; provided, however, that CSLC Holdco shall not be obligated to incur make annual premium payments for such insurance to the extent such premiums exceed 300% of the premiums paid as of the date hereof by the Company for such insurance (“Company’s Current Premium”), and if such premiums for such insurance would at any time exceed 300% of the Company’s Current Premium, then Holdco shall cause to be maintained policies of insurance that, in excess Holdco’s good faith determination, provide the maximum coverage available at an annual premium equal to 300% of $400,000 in the aggregate under this Section 5.9(b)Company’s Current Premium. (cd) For a period of six years after the Effective Time, Holdco shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by GameStop (provided that Holdco may substitute therefor policies with a substantially comparable insurer of at least the same coverage and amounts containing terms and conditions that are no less advantageous to the insured) with respect to claims arising from facts or events that occurred at or before the Effective Time; provided, however, that Holdco shall not be obligated to make annual premium payments for such insurance to the extent such premiums exceed 300% of the premiums paid as of the date hereof by GameStop for such insurance (“GameStop’s Current Premium”), and if such premiums for such insurance would at any time exceed 300% of the GameStop’s Current Premium, then Holdco shall cause to be maintained policies of insurance that, in Holdco’s good faith determination, provide the maximum coverage available at an annual premium equal to 300% of GameStop’s Current Premium. (e) Holdco shall pay (as incurred) all expenses, including reasonable fees and expenses of counsel, that an Indemnified Person may incur in enforcing the indemnity and other obligations provided for in this Section 6.10. (f) If Holdco or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Holdco, as the case may be, shall assume the obligations set forth in this Section 6.10. (g) The provisions of this Section 5.9 6.10 (i) are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his or her heirs and his representativesrepresentatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise.

Indemnification; Directors’ and Officers’ Insurance. (a) The Company shall, and from From and after the Effective Time, CSLC and the Surviving Entity shall, indemnify, defend Parent agrees that it will indemnify and hold harmless each person who is nowpresent and former director and officer of the Company, or at any time prior to the date hereof has been or who becomes prior to (when acting in such capacity) determined as of the Effective TimeTime (each, an officerIndemnified Party and, director or employee of the Company or any of its Subsidiaries (collectively, the "Indemnified Parties") from ), against any costs or expenses (including reasonable attorneys' fees and against (i) all expenses), judgments, fines, losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying party claims, damages or liabilities (which approval shall not unreasonably be withheldcollectively, "Costs") of or incurred in connection with any claim, action, suit, proceedingproceeding or investigation, case actual or investigation ("Action") based threatened, whether civil, criminal, administrative or investigative, in whole or in part based on or arising in whole or in part out of or in connection with the fact that such person is or was a director, officer or employee of the Company or any Subsidiary, whether pertaining to any matter matters existing or occurring at or prior to the Effective Time and Time, whether asserted or claimed prior to, at or after the Effective Time ("Indemnified Liabilities") and (ii) all Indemnified Liabilities based in whole or in part onTime, or arising in whole or in part out of or in connection with this Agreement, the Merger or any of the transactions contemplated hereby or thereby, in each case to the fullest extent a corporation is that the Company would have been permitted under applicable Maryland law and its charter or by-laws in effect on the date hereof to indemnify its own directors, officers such Person (and employees, Parent shall also advance expenses as the case may be and CSLC and the Surviving Entity, as the case may be, shall pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party incurred to the fullest extent permitted under applicable law upon receipt provided the Person to whom expenses are advanced provides (x) a written affirmation of any undertaking contemplated by applicable law. Without limiting his or her good faith belief that the foregoingstandard of conduct necessary for indemnification has been met, if any such claim, action, suit, proceeding or investigation is commenced or instituted against any Indemnified Party (whether arising before or after the Effective Time), (i) the Indemnified Parties may retain counsel satisfactory to them and the Company (or satisfactory to them and CSLC and the Surviving Entity after the Effective Time); (ii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as reasonably itemized statements therefor are received; and (iiiy) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall use best efforts an undertaking to assist in the vigorous defense of any repay such matter, provided that neither the Company, CSLC nor the Surviving Entity shall be liable for any settlement of any claim effected without its written consent (which consent shall not unreasonably be withheld). Any Indemnified Party electing to claim indemnification under this Section 5.9, upon learning of any such Action, shall promptly notify the Company, CSLC or the Surviving Entity of such election (but the failure so to notify the Company shall not relieve it from any liability which it may have under this Section 5.9, except to the extent such failure materially prejudices it or advances if it otherwise forfeits substantive rights and defenses as a result of is ultimately determined that such failurePerson is not entitled to indemnification), and shall deliver to the Company (or after the Effective Time, to CSLC and the Surviving Entity) the undertaking contemplated by applicable law. The Indemnified Parties as a group may retain only one firm of legal counsel to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict in respect of any significant issue between the positions of any two or more Indemnified Parties. (b) For Parent shall cause to be maintained, for a period of seven not less than six years after from the Effective Time, CSLC shall cause to be maintained in effect the Company's current policies of directors' and officers' liability insurance policy to the extent that it provides coverage for events occurring prior to the Effective Time (the "D&O Insurance") for all present and former directors and officers of the Company or any subsidiary thereof, so long as the annual premium therefor would not be in excess of 200% of the last annual premium paid for the D&O Insurance prior to the date of this Agreement (200% of such premium, the "Maximum Premium"); provided that Parent may, in lieu of maintaining such existing D&O Insurance as provided above, cause no less favorable coverage to be provided under any policy maintained for the benefit of the directors and officers of Parent or a separate policy provided by the Company same insurer. If the existing D&O Insurance expires, is terminated or canceled by the insurer or if the annual premium would exceed the Maximum Premium during such six-year period, Parent shall obtain, in lieu of such D&O Insurance, such comparable directors' and its Subsidiaries (provided that CSLC may substitute therefor policies officers' liability insurance as can be obtained for the remainder of at least such period for an annualized premium not in excess of the same coverage Maximum Premium and amounts containing on terms and conditions which are no less advantageous) with respect to claims arising from facts or events which occurred before advantageous than the Effective Time to the extent available on commercially reasonable terms; provided, however, that CSLC shall not be obligated to incur in excess of $400,000 in the aggregate under this Section 5.9(b)existing D&O Insurance. (c) The provisions of this Section 5.9 are in addition to the rights that an Indemnified Party may have under the certificate of incorporation, bylaws or agreements of or with the Company or any of its Subsidiaries or under applicable law. Parent agrees to pay all costs and expenses (including fees and expenses of counsel) that may be incurred by any Indemnified Party in successfully enforcing the indemnity or other obligations under this Section. The provisions of this Section shall survive the Merger and are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified PartyParties, his their heirs and his their representatives.

Indemnification; Directors’ and Officers’ Insurance. (a) The Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement in effect on the date hereof or otherwise, from the Company shall, and from and after the Merger Effective Time, CSLC Ohm and the Surviving Entity Corporation shall, jointly and severally, indemnify, defend and hold harmless harmless, in the same manner as provided by Ohm or Firefly, as applicable, immediately prior to the date of this Agreement, each person Person who is now, or has been at any time prior to the date hereof has been of this Agreement or who becomes prior to the Company Merger Effective Time, an officer, a director or employee officer of the Company Ohm, Firefly or any of its their respective Subsidiaries or who acts as a fiduciary under any Ohm Benefit Plan or Firefly Benefit Plan or is or was serving at the request of Ohm, Firefly or any of their respective Subsidiaries as a director, officer or fiduciary of another corporation, partnership, limited liability company, joint venture, Employee Benefit Plan, trust or other enterprise, in each case, when acting in such capacity (the "“Indemnified Parties"Persons”) from and against (i) all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not unreasonably be withheld) settlement, of or incurred in connection with any claimthreatened or actual Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, action, suit, proceeding, case or investigation ("Action") based in whole or in part part, on or arising arising, in whole or in part part, out of or in connection with the fact that such person Person is or was a director or officer of Ohm, Firefly or any of their respective Subsidiaries, a fiduciary under any Ohm Benefit Plan or Firefly Benefit Plan or is or was serving at the request of Ohm, Firefly or any of their respective Subsidiaries as a director, officer or employee fiduciary of the Company another corporation, partnership, limited liability company, joint venture, Employee Benefit Plan, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any Subsidiarysuch capacity, whether pertaining to any matter act or omission occurring or existing or occurring at or prior to to, but not after, the Company Merger Effective Time and whether asserted or claimed prior to, at or after the Company Merger Effective Time ("“Indemnified Liabilities") and (ii) ”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of of, or in connection with pertaining to, this Agreement, Agreement or the Merger or any of the transactions contemplated hereby or therebyTransactions, in each case to the fullest extent a corporation is permitted under applicable law to indemnify its own directors, officers Law (and employees, as the case may be and CSLC Ohm and the Surviving EntityCorporation shall, as the case may bejointly and severally, shall pay expenses incurred in connection therewith, including but not limited to expenses for the retention of Firefly’s regularly engaged legal counsel or other counsel satisfactory to them, in advance of the final disposition of any such action or proceeding Proceeding to each Indemnified Party Person to the fullest extent permitted under applicable law upon receipt of any undertaking contemplated by applicable lawLaw). Without limiting the foregoing, if in the event any such claim, action, suit, proceeding Proceeding is brought or investigation is commenced or instituted threatened to be brought against any Indemnified Party Persons (whether arising before or after the Company Merger Effective Time), (i) the Indemnified Parties Persons may retain Firefly’s regularly engaged legal counsel or other counsel satisfactory to them them, and the Company (or satisfactory to them and CSLC Ohm and the Surviving Entity after the Effective Time); (ii) the Company (or after the Effective Time, CSLC and the Surviving Entity) Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties Persons as promptly as reasonably itemized statements therefor are received; , and (iiiii) the Company (or after the Effective Time, CSLC Ohm and the Surviving Entity) Corporation shall use their best efforts to assist in the vigorous defense of any such matter, provided that neither the Company, CSLC nor the Surviving Entity shall be liable for any settlement of any claim effected without its written consent (which consent shall not unreasonably be withheld). Any Indemnified Party electing Person wishing to claim indemnification or advancement of expenses under this Section 5.96.10, upon learning of any such ActionProceeding, shall promptly notify the Company, CSLC or Ohm and the Surviving Entity of such election Corporation (but the failure so to notify the Company shall not relieve it a Party from any liability which obligations that it may have under this Section 5.9, 6.10 except to the extent such failure materially prejudices it such Party’s position with respect to such claims). With respect to any determination of whether any Indemnified Person is entitled to indemnification by Ohm or if it otherwise forfeits substantive rights Surviving Corporation under this Section 6.10, such Indemnified Person shall have the right, as contemplated by the DGCL, to require that such determination be made by special, independent legal counsel selected by the Indemnified Person and defenses approved by Ohm or Surviving Corporation, as a result of such failureapplicable (which approval shall not be unreasonably withheld or delayed), and shall deliver to who has not otherwise performed material services for Ohm, Surviving Corporation or the Company Indemnified Person within the last three (or after the Effective Time, to CSLC and the Surviving Entity3) the undertaking contemplated by applicable law. The Indemnified Parties as a group may retain only one firm of legal counsel to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict in respect of any significant issue between the positions of any two or more Indemnified Partiesyears. (b) For a period Ohm, the Surviving Corporation and LLC Sub agree that, until the six (6) year anniversary date of seven years after the Company Merger Effective Time, CSLC that none of Ohm, the Surviving Corporation nor LLC Sub shall amend, repeal or otherwise modify any provision in the Organizational Documents of the Surviving Corporation, LLC Sub or their Subsidiaries in any manner that would affect adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation, LLC Sub or any of their Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by applicable Law. Ohm shall, and shall cause the Surviving Corporation and its Subsidiaries to, fulfill and honor any indemnification, expense advancement or exculpation agreements between Ohm, Firefly or any of their respective Subsidiaries and any of their respective directors or officers existing and in effect immediately prior to the Company Merger Effective Time. (c) Ohm, the Surviving Corporation and LLC Sub shall indemnify any Indemnified Person against all reasonable costs and expenses (including reasonable attorneys’ fees and expenses), such amounts to be payable in advance upon request as provided in Section 6.10(a), relating to the enforcement of such Indemnified Person’s rights under this Section 6.10 or under any charter, bylaw or Contract regardless of whether such Indemnified Person is ultimately determined to be entitled to indemnification hereunder or thereunder. (d) Ohm and the Surviving Corporation will cause to be maintained put in effect the current policies of directors' place, and officers' liability insurance maintained by Ohm shall fully prepay immediately prior to the Company and its Subsidiaries (provided that CSLC may substitute therefor Merger Effective Time, “tail” insurance policies with a claims reporting or discovery period of at least six (6) years from the Company Merger Effective Time (the “Tail Period”) from an insurance carrier with the same coverage and amounts containing terms and conditions which are no less advantageous) or better credit rating as Firefly’s current insurance carrier with respect to claims arising from facts directors’ and officers’ liability insurance (“D&O Insurance”) in an amount and scope at least as favorable as Firefly’s existing policies with respect to matters, acts or events which occurred before omissions existing or occurring at, prior to, or after, the Company Merger Effective Time to the extent available on commercially reasonable termsTime; provided, however, that CSLC in no event shall the aggregate cost of the D&O Insurance exceed during the Tail Period 300% of the current aggregate annual premium paid by Ohm or Firefly, as applicable, for such purpose; and provided, further, that if the cost of such insurance coverage exceeds such amount, the Surviving Corporation shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (e) In the event that Ohm, the Surviving Corporation, LLC Sub or any of their Subsidiaries or any of their respective successors or assignees (i) consolidates with or merges into any other Person and shall not be obligated the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to incur any Person, then, in excess each such case, proper provisions shall be made so that the successors and assigns of $400,000 Ohm, the Surviving Corporation or LLC Sub, as the case may be, shall assume the obligations set forth in the aggregate under this Section 5.9(b). (c) 6.10. The provisions of this Section 5.9 6.10 are intended to be for the benefit of, and shall be enforceable by, the Parties and each Indemnified PartyPerson entitled to indemnification or insurance coverage or expense advancement pursuant to this Section 6.10, and his heirs and his representativesRepresentatives. The rights of the Indemnified Persons under this Section 6.10 are in addition to any rights such Indemnified Persons may have under the Organizational Documents of Ohm, Firefly or any of their respective Subsidiaries, or under any applicable Contracts or Law. Ohm, the Surviving Corporation and LLC Sub shall pay all expenses, including reasonable and documented attorneys’ fees, that may be incurred by any Indemnified Person in enforcing the indemnity and other obligations provided in this Section 6.10.

Indemnification; Directors’ and Officers’ Insurance. (a) The Company shallwill, and from and after the Effective Time, CSLC and the Surviving Entity shallCorporation will, indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date hereof has been or who becomes prior to the Effective Time, an officer, director director, employee or employee agent of the Company or any of its Subsidiaries (the "Indemnified Parties") from and against (i) all losses, claims, damages, costs, expenses (including reasonable attorneys' fees and expenses), liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not unreasonably be withheld) of or in connection with any threatened or actual claim, action, suit, proceeding, case proceeding or investigation ("Action") based in whole or in part on or arising in whole or in part out of or in connection with the fact that such person is or was (i) serving in such person's capacity as a director, officer officer, employee or employee agent of the Company or any Subsidiaryof its Subsidiaries, or a person serving at the request of the Company or any of its Subsidiaries as a trustee of a trust or (ii) serving in such person's capacity as a trustee or member of an administrative committee, or in any other Company fiduciary capacity with respect to any employee benefit or stock plan maintained or sponsored by the Company or any of its Subsidiaries, whether pertaining to any matter existing or occurring at or prior to the Effective Time or any acts or omissions occurring or existing at or prior to the Effective Time and whether asserted or claimed prior to, or at or after after, the Effective Time ("Indemnified Liabilities") and (ii) ), including all Indemnified Liabilities based in whole or in part on, or arising in whole out of, or in part out of pertaining to this Agreement or in connection with this Agreement, the Merger or any of the transactions transaction contemplated hereby or therebyhereby, in each case to the fullest extent a corporation is permitted under applicable law the DGCL to indemnify its own directors, officers such persons (and employees, as the case may be and CSLC Company and the Surviving EntityCorporation, as the case may be, shall will pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the fullest extent permitted under applicable law upon receipt by law, subject to delivery of any the undertaking contemplated by applicable lawdescribed below). Without limiting the foregoing, if in the event any such claim, action, suit, proceeding or investigation is commenced or instituted brought against any Indemnified Party (whether arising before or after the Effective Time), (i) such Indemnified Party may retain the Company's regularly engaged independent legal counsel or, in the event that a conflict of interest precludes using such counsel in the reasonable judgment of the Indemnified Parties may retain Party, counsel satisfactory to them it and reasonably satisfactory to the Company (or and reasonably satisfactory to them and CSLC and the Surviving Entity Corporation after the Effective Time); (ii) and the Company (or after the Effective Time, CSLC and the Surviving EntityCorporation) shall will pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as reasonably itemized statements therefor are received; and (iiiii) the Company (or after the Effective Time, CSLC and the Surviving EntityCorporation) shall will use all reasonable best efforts to assist in the vigorous defense of any such matter, provided that neither the Company, CSLC Company nor the Surviving Entity shall Corporation will be liable for any settlement of any claim effected without its prior written consent (which consent shall will not unreasonably be withheld). Any Indemnified Party electing to claim indemnification under this Section 5.9Party, upon learning of any such Actionclaim, shall promptly action, suit, proceeding or investigation, will notify the CompanyCompany (or after the Effective Time, CSLC or the Surviving Entity of such election Corporation) promptly (but the failure so to notify the Company shall will not relieve it a party from any liability which it may have under this Section 5.9, 6.4 except to the extent such failure materially prejudices it or if it otherwise forfeits substantive rights and defenses as a result of such failureparty's position with respect to such claims), and shall will deliver to the Company (or after the Effective Time, to CSLC and the Surviving EntityCorporation) the undertaking contemplated by applicable lawSection 145(e) of the DGCL. The Indemnified Parties as a group may retain only one law firm of legal counsel (and one local counsel) to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict in respect of on any significant issue between the positions of any two or more Indemnified PartiesParties in which case such additional counsel reasonably acceptable to the Company as may be required (as will be reasonably determined by the Indemnified Parties and the Company or the Surviving Corporation, as the case may be) may be retained by the Indemnified Parties at the cost and expense of the Company (or Surviving Corporation). Furthermore, the provisions with respect to indemnification set forth in the certificate of incorporation of the Surviving Corporation will not be amended following the Effective Time if such amendment would materially and adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directors, officers, employees or agents of the Company in respect of actions or omissions occurring at or prior to the Effective Time. (b) For a period of seven years after the Effective Time, CSLC shall The Surviving Corporation will cause to be maintained in effect the current policies of directors' and officers' liability insurance maintained by the Company and its Subsidiaries (provided that CSLC may substitute therefor policies providing coverage for a period of at least six years after the same coverage and amounts containing terms and conditions which are no less advantageous) Effective Time with respect to claims matters arising from facts before and acts or events which occurred before omissions occurring or existing at or prior to the Effective Time Time, including the transaction contemplated by this Agreement; provided that in no event shall the Surviving Corporation be required to expend an amount prorated over the extent available on commercially reasonable termsnumber of years covered in excess of 150% of the annual premiums currently paid by the Company for such insurance; provided, howeverand provided further, that CSLC if the premiums of such insurance coverage exceed such amount, the Surviving Corporation shall not be obligated to incur in excess of $400,000 in obtain a policy with the aggregate under this Section 5.9(b)greatest coverage available for a cost not exceeding such amount. (c) The provisions of this Section 5.9 6.4 are intended to be for the benefit of, and shall will be enforceable by, each Indemnified Party, his heirs and his representativespersonal representatives and will be binding on all successors and assigns of Parent, Sub, the Company and the Surviving Corporation.

Indemnification; Directors’ and Officers’ Insurance. (a) The Company shall, and from and after the Effective Time, CSLC Parent and the Surviving Entity Corporation shall, indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date hereof has been or who becomes prior to the Effective Time, an officer, officer or director of the Company or any of its Subsidiaries or an employee of the Company or any of its Subsidiaries who acts as a fiduciary under any Company Employee Benefit Plans or Company Pension Plans (the "Indemnified Parties") from and against (i) all losses, claims, damages, costs, expensesexpenses (including attorneys' fees), liabilities or judgments or amounts that are paid in 42 52 settlement with the approval of the indemnifying party (which approval shall not be unreasonably be withheld) of or in connection with any threatened or actual claim, action, suit, proceeding, case proceeding or investigation ("Action") based in whole or in part on or arising in whole or in part out of or in connection with the fact that such person is or was a director, officer officer, or such employee of the Company or any Subsidiary, Subsidiary whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, or at or after after, the Effective Time ("Indemnified Liabilities") and (ii) ), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of of, or in connection with pertaining to this Agreement, the Merger Agreement or any of the transactions contemplated hereby or therebyhereby, in each case to the fullest full extent a corporation is permitted under applicable Delaware law to indemnify its own directors, officers (and employees, as the case may be and CSLC Parent and the Surviving EntityCorporation, as the case may be, shall will pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the fullest full extent permitted under applicable law upon receipt of any undertaking contemplated by applicable law). Without limiting the foregoing, if in the event any such claim, action, suit, proceeding or investigation is commenced or instituted brought against any Indemnified Party Parties (whether arising before or after the Effective Time), (i) the Indemnified Parties may retain counsel satisfactory to them and the Company (or satisfactory to them and CSLC Parent and the Surviving Entity Corporation after the Effective Time)) and the Company (or after the Effective Time, Parent and the Surviving Corporation) shall pay all fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; and (ii) the Company (or after the Effective Time, CSLC Parent and the Surviving EntityCorporation) shall pay will use all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as reasonably itemized statements therefor are received; and (iii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall use best efforts to assist in the vigorous defense of any such matter, provided that neither the Company, CSLC Parent nor the Surviving Entity Corporation shall be liable for any settlement of any claim effected without its written consent (consent, which consent consent, however, shall not be unreasonably be withheld). Any Indemnified Party electing wishing to claim indemnification under this Section 5.95.11, upon learning of any such Actionclaim, action, suit, proceeding or investigation, shall promptly notify the CompanyCompany (or after the Effective Time, CSLC or Parent and the Surviving Entity of such election (Corporation), but the failure so to notify the Company shall not relieve it a party from any liability which that it may have under this Section 5.95.11, except to the extent such failure materially prejudices it or if it otherwise forfeits substantive rights and defenses as a result of such failure), and shall deliver to the Company (or after the Effective Time, to CSLC and the Surviving Entity) the undertaking contemplated by applicable lawparty. The Indemnified Parties as a group may retain only one law firm of legal counsel to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict in respect of or a potential conflict on any significant issue between the positions of any two or more Indemnified Parties. The Company, Parent and Merger Sub agree that all rights to indemnification, including provisions relating to advances of expenses incurred in defense of any action or suit, existing in favor of the Indemnified Parties (including in the Restated Certificate of Incorporation or Bylaws of the Company) with respect to matters occurring through the Effective Time, shall survive the Merger and shall continue in full force and effect. (b) For a period of seven six years after the Effective Time, CSLC Parent shall cause to be maintained in effect the current policies of directors' and officers' liability insurance maintained by the Company and its Subsidiaries (provided that CSLC Parent may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which that are no less advantageousadvantageous in any material respect to the Indemnified Parties) with respect to claims matters arising from facts or events which occurred before the Effective Time to the extent available on commercially reasonable terms; providedTime, however, provided that CSLC Parent shall not be obligated required to incur pay an annual premium for such insurance in excess of $400,000 two times the last annual premium paid by the Company prior to the date hereof, but in the aggregate under this Section 5.9(b)such case shall purchase as much coverage as possible for such amount. (c) The provisions of this Section 5.9 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his heirs and his representatives.

Indemnification; Directors’ and Officers’ Insurance. (a) The Company shall, and from and after the Effective Time, CSLC the Parent and the Surviving Entity Corporation shall, indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date hereof has been or who becomes prior to the Effective Time, an officer, director director, employee or employee agent of the Company or any of its Subsidiaries (the "Indemnified Parties") from and against (i) all losses, claims, damages, costs, expenses (including reasonable attorneys' fees and expenses), liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not unreasonably be withheld) of or in connection with any threatened or actual claim, action, suit, proceeding, case proceeding or investigation ("Action") based in whole or in part on or arising in whole or in part out of or in connection with the fact that such person is or was a director, officer officer, employee or employee agent of the Company or any Subsidiary, of its Subsidiaries whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, or at or after after, the Effective Time ("Indemnified Liabilities") and (ii) ), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of of, or in connection with pertaining to this Agreement, the Merger Agreement or any of the transactions contemplated hereby or therebyhereby, in each case to the fullest full extent a corporation is permitted under applicable law the DGCL to indemnify its own directors, directors or officers and employees, as the case may be (and CSLC Parent and the Surviving EntityCorporation, as the case may be, shall will pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the fullest extent permitted under applicable law upon receipt of any undertaking contemplated by applicable law. Without limiting the foregoing, if any such claim, action, suit, proceeding or investigation is commenced or instituted against any Indemnified Party (whether arising before or after the Effective Time), (i) the Indemnified Parties may retain counsel satisfactory to them and the Company (or satisfactory to them and CSLC and the Surviving Entity after the Effective Time); (ii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as reasonably itemized statements therefor are received; and (iii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall use best efforts to assist in the vigorous defense of any such matter, provided that neither the Company, CSLC nor the Surviving Entity shall be liable for any settlement of any claim effected without its written consent (which consent shall not unreasonably be withheld). Any Indemnified Party electing to claim indemnification under this Section 5.9, upon learning of any such Action, shall promptly notify the Company, CSLC or the Surviving Entity of such election (but the failure so to notify the Company shall not relieve it from any liability which it may have under this Section 5.9, except to the extent such failure materially prejudices it or if it otherwise forfeits substantive rights and defenses as a result of such failure), and shall deliver to the Company (or after the Effective Time, to CSLC and the Surviving Entity) the undertaking contemplated by applicable law. The Indemnified Parties as a group may retain only one firm of legal counsel to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict in respect of any significant issue between the positions of any two or more Indemnified Parties. (b) For a period of seven years after the Effective Time, CSLC shall cause to be maintained in effect the current policies of directors' and officers' liability insurance maintained by the Company and its Subsidiaries (provided that CSLC may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous) with respect to claims arising from facts or events which occurred before the Effective Time to the extent available on commercially reasonable terms; provided, however, that CSLC shall not be obligated to incur in excess of $400,000 in the aggregate under this Section 5.9(b). (c) The provisions of this Section 5.9 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his heirs and his representatives.in

Indemnification; Directors’ and Officers’ Insurance. (a) The Company shallIn the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, or administrative (a “Claim”), including any such Claim in which any individual who is now, or has been at any time before the date of this Agreement, or who becomes before the Effective Time, a director or officer of CFC or any of the CFC Subsidiaries (each, an “Indemnified Party”), is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or any of the transactions contemplated by this Agreement, whether asserted or arising before or after the Effective Time, the Parties shall cooperate and use reasonable best efforts to defend against and respond thereto. All rights to indemnification (including advancement of expenses) and exculpation from liabilities for acts or omissions occurring at or before the Effective Time now existing in favor of any Indemnified Party as provided in the CFC Certificate and/or the CFC Bylaws shall survive the Merger and shall continue in full force and effect in accordance with their terms, and shall not be amended, repealed, or otherwise modified for a period of six years from and after the Effective Time in any manner that would adversely affect the rights thereunder of such individuals for acts or omissions occurring at or before the Effective Time or taken at the request of Buyer pursuant to Section 6.7, it being understood that nothing in this sentence shall require any amendment to the Articles of Incorporation or Bylaws of the Surviving Corporation. (b) For a period of six years from and after the Effective Time, CSLC the Surviving Corporation shall, to the fullest extent permitted by applicable Law and in each case to the extent such persons are indemnified as of the date of this Agreement by CFC pursuant to the CFC Certificate, the CFC Bylaws and the Surviving Entity shallgoverning or organizational documents of any Subsidiary of CFC, indemnify, defend defend, and hold harmless harmless, and provide advancement of reasonable expenses to, each person who is now, or at any time prior to the date hereof has been or who becomes prior to the Effective Time, an officer, director or employee of the Company or any of its Subsidiaries (the "Indemnified Parties") from and Party against (i) all losses, claims, damages, costs, expenses, liabilities liabilities, or judgments judgments, or amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not unreasonably be withheld) of or in connection with any claim, action, suit, proceeding, case or investigation ("Action") Claim based in whole or in part on or arising in whole or in part out of or in connection with the fact that such person is Person was a director or officer of CFC or any CFC Subsidiary (or was serving at the request of CFC or any of its Subsidiaries as a director, officer officer, employee, or employee trustee of the Company or any Subsidiary, whether another Person) and pertaining to any matter existing or occurring occurring, or any acts or omissions occurring, at or prior to before the Effective Time and Time, whether asserted or claimed prior tobefore, or at or after after, the Effective Time ("Indemnified Liabilities") and (ii) all Indemnified Liabilities based in whole including matters, acts or in part on, or arising in whole or in part out of or omissions occurring in connection with the approval of this Agreement, Agreement and the Merger or any consummation of the transactions contemplated hereby hereby) or thereby, in each case taken at the request of Buyer pursuant to the fullest extent a corporation is permitted under applicable law to indemnify its own directors, officers and employees, as the case may be and CSLC and the Surviving Entity, as the case may be, shall pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the fullest extent permitted under applicable law upon receipt of any undertaking contemplated by applicable law. Without limiting the foregoing, if any such claim, action, suit, proceeding or investigation is commenced or instituted against any Indemnified Party (whether arising before or after the Effective Time), (i) the Indemnified Parties may retain counsel satisfactory to them and the Company (or satisfactory to them and CSLC and the Surviving Entity after the Effective Time); (ii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as reasonably itemized statements therefor are received; and (iii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall use best efforts to assist in the vigorous defense of any such matter, provided that neither the Company, CSLC nor the Surviving Entity shall be liable for any settlement of any claim effected without its written consent (which consent shall not unreasonably be withheld). Any Indemnified Party electing to claim indemnification under this Section 5.9, upon learning of any such Action, shall promptly notify the Company, CSLC or the Surviving Entity of such election (but the failure so to notify the Company shall not relieve it from any liability which it may have under this Section 5.9, except to the extent such failure materially prejudices it or if it otherwise forfeits substantive rights and defenses as a result of such failure), and shall deliver to the Company (or after the Effective Time, to CSLC and the Surviving Entity) the undertaking contemplated by applicable law. The Indemnified Parties as a group may retain only one firm of legal counsel to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict in respect of any significant issue between the positions of any two or more Indemnified Parties6.7. (bc) For a period of seven six years after from the Effective Time, CSLC the Surviving Corporation shall cause to be maintained in effect the current policies provide that portion of directors' director’s and officers' officer’s liability insurance maintained by that serves to reimburse the Company present and its former officers and directors of CFC or any CFC Subsidiaries (provided that CSLC may substitute therefor policies determined as of at least the same coverage and amounts containing terms and conditions which are no less advantageousEffective Time) (as opposed to CFC) with respect to claims against such directors and officers arising from facts or events which occurred before the Effective Time, which insurance shall contain at least the same coverage and amounts, and contain terms and conditions no less advantageous, as that coverage currently provided by CFC; provided, that in no event shall the Surviving Corporation be required to expend, on an annual basis, more than 250% of the current annual amount expended by CFC (the “Insurance Amount”) to maintain or procure such directors and officers insurance coverage; provided, further, that if the Surviving Corporation is unable to maintain or obtain the insurance called for by this Section 6.6(c), the Surviving Corporation shall use its reasonable best efforts to obtain as much comparable insurance as is available for the Insurance Amount; provided, further, that officers and directors of CFC or any CFC Subsidiary may be required to make application and provide customary representations and warranties to the Surviving Corporation’s insurance carrier for the purpose of obtaining such insurance. In lieu of the foregoing, Buyer may obtain at or prior to the Effective Time a six-year “tail” policy under CFC’s existing directors’ and officers’ insurance policy providing equivalent coverage to that described in the preceding sentence if and to the extent available on commercially reasonable terms; providedthat the same may be obtained for an amount that, however, that CSLC shall not be obligated to incur in excess of $400,000 in the aggregate under this Section 5.9(b)aggregate, does not exceed the Insurance Amount. (cd) Any Indemnified Party wishing to claim indemnification under Section 6.6(b), upon learning of any claim, action, suit, proceeding or investigation described above, shall promptly notify the Surviving Corporation thereof; provided that the failure so to notify shall not affect the obligations of the Surviving Corporation under Section 6.6(b) unless and to the extent that the Surviving Corporation is actually prejudiced as a result of such failure. (e) The provisions of this Section 5.9 6.6 shall survive the Effective Time and are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, Party and his or her heirs and his representatives. The obligations of the Surviving Corporation under this Section 6.6 shall not be terminated or modified after the Effective Time in a manner so as to adversely affect any Indemnified Party or any other person entitled to the benefit of this Section 6.6 without the prior written consent of the affected Indemnified Party. If the Surviving Corporation or any of its successors or assigns will consolidate with or merge into any other entity and not be the continuing or surviving entity of such consolidation or merger, transfer all or substantially all of its assets or deposits to any other entity or engage in any similar transaction, then in each case to the extent the obligations set forth in this Section 6 are not otherwise transferred and assumed by such successors and assigns by operation of law or otherwise, the Surviving Corporation will cause proper provision to be made so that the successors and assigns of the Surviving Corporation will expressly assume the obligations set forth in this Section 6.6.

Indemnification; Directors’ and Officers’ Insurance. (a) The Company shallUntil six years from the Effective Time, unless otherwise required by Law, the certificate of incorporation and from by-laws of the Surviving Corporation shall contain provisions no less favorable with respect to the elimination of liability of directors and the indemnification of (and advancement of expenses to) directors, officers, employees and agents that are set forth in the certificate of incorporation and by-laws of the Company, as in effect on the date hereof. (b) From and after the Effective Time, CSLC IHF and the Surviving Entity Corporation shall, jointly and severally, indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date hereof has been of this Agreement or who becomes prior to the Effective Time, an officer, director director, employee or employee agent of the Company or any of its Subsidiaries (collectively, the "Indemnified Parties") from and against (i) all losses, reasonable expenses (including reasonable attorneys' fees), claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not unreasonably be withheld) of of, or otherwise in connection with with, any threatened or actual claim, action, suit, proceeding, case proceeding or investigation (a "ActionClaim") ), based in whole or in part on or arising in whole or in part out of or in connection with the fact that such the Indemnified Party (or the person controlled by the Indemnified Party) is or was a director, officer officer, employee or employee agent of the Company or any Subsidiary, whether of its Subsidiaries and pertaining to any matter existing or arising out of actions or omissions occurring at or prior to the Effective Time and (including, without limitation, any Claim arising out of this Agreement or any of the transactions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time ("Indemnified Liabilities") and (ii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of or in connection with this Agreement, the Merger or any of the transactions contemplated hereby or therebyTime, in each case to the fullest extent a corporation is permitted under applicable law to indemnify its own directorsDelaware law, officers and employeesshall pay any expenses, as the case may be and CSLC and the Surviving Entityincurred, as the case may be, shall pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the fullest extent permitted under applicable law upon receipt of any undertaking contemplated by applicable Delaware law. Without limiting the foregoing, if in the event any such claim, action, suit, proceeding or investigation Claim is commenced or instituted brought against any of the Indemnified Party (whether arising before or after the Effective Time)Parties, (i) the such Indemnified Parties may retain counsel (including local counsel) satisfactory to them and the Company (or which shall be reasonably satisfactory to them and CSLC Parent and the Surviving Entity after the Effective Time); (ii) the Company (or after the Effective Time, CSLC Corporation and IHF and the Surviving Entity) Corporation shall pay pay, jointly and severally, all reasonable fees and expenses of such counsel for the such Indemnified Parties promptly as reasonably itemized statements therefor are receivedParties; and (iiiii) the Company (or after the Effective Time, CSLC IHF and the Surviving Entity) Corporation shall use best all reasonable efforts to assist in the vigorous defense of any such matterClaim, provided that neither the Company, CSLC nor IHF and the Surviving Entity Corporation shall not be liable for any settlement of any claim effected without its their written consent (consent, which consent consent, however, shall not be unreasonably withheld. Notwithstanding the foregoing, nothing contained in this Section 6.5 shall be withheld). Any deemed to grant any right to any Indemnified Party electing which is not permitted to claim indemnification be granted to an officer, director, employee or agent of the Company under this Section 5.9Delaware law, upon learning of any assuming for such Action, shall promptly notify purposes that the Company, CSLC or 's certificate of incorporation and by-laws provide for the Surviving Entity of such election (but the failure so to notify the Company shall not relieve it from any liability which it may have under this Section 5.9, except to the extent such failure materially prejudices it or if it otherwise forfeits substantive rights and defenses as a result of such failure), and shall deliver to the Company (or after the Effective Time, to CSLC and the Surviving Entity) the undertaking contemplated maximum indemnification permitted by applicable law. The Indemnified Parties as a group may retain only one firm of legal counsel to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict in respect of any significant issue between the positions of any two or more Indemnified Parties. (bc) For a period of seven years after the Effective Time, CSLC shall IHF and Parent will cause to be maintained in effect for a period of not less than six years from the Effective Time the Company's current policies of directors' and officers' liability insurance maintained by and indemnification policy to the Company and its Subsidiaries (provided extent that CSLC may substitute therefor policies of at least the same it provides coverage and amounts containing terms and conditions which are no less advantageous) with respect for events occurring prior to claims arising from facts or events which occurred before the Effective Time ("D&O Insurance") for all persons who are directors and officers of the Company on the date of this Agreement and for all former directors and officers of the Company, so long as the annual premium therefor would not be in excess of 150% of the last annual premium therefor paid prior to the extent available on commercially reasonable termsdate of this Agreement (the "Maximum Premium"); provided, however, that CSLC shall not be obligated to incur Parent may, in excess lieu of $400,000 in the aggregate under this Section 5.9(b). (c) The provisions of this Section 5.9 are intended maintaining such existing D&O Insurance as provided above, cause coverage to be provided under any policy maintained for the benefit ofof Parent or any of its affiliates, and shall be enforceable by, each Indemnified Party, his heirs and his representatives.so long as the

Indemnification; Directors’ and Officers’ Insurance. (a) The Without limiting any additional rights that any director, officer, trustee, employee, agent, or fiduciary may have under any employment or indemnification agreement or under the Company shallArticles of Incorporation, and the Company Bylaws, or this Agreement or, if applicable, similar organizational documents or agreements of any of the Company’ Subsidiaries, from and after the Effective Time, CSLC Partners and the Surviving Entity Entity, jointly and severally, shall, indemnify, defend : (i) indemnify and hold harmless each person Person who is now, or at any time prior to the date hereof has been or who becomes prior to during the period from the date hereof through the date of the Effective Time, an officer, Time serving as a director or employee officer of the Company or any of its Subsidiaries or as a fiduciary under or with respect to any employee benefit plan (within the "meaning of Section 3(3) of ERISA) (collectively, the “Indemnified Parties"”) from to the fullest extent authorized or permitted by applicable Law, as now or hereafter in effect, in connection with any Claim and against (i) all any losses, claims, damages, liabilities, costs, expensesIndemnification Expenses, liabilities or judgments or judgments, fines, penalties and amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not unreasonably be withheld) of including all interest, assessments and other charges paid or payable in connection with any claim, action, suit, proceeding, case or investigation ("Action") based in whole or in part on or arising in whole or in part out respect of or in connection with the fact that such person is or was a director, officer or employee of the Company or any Subsidiary, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, at or after the Effective Time ("Indemnified Liabilities"thereof) resulting therefrom; and (ii) all Indemnified Liabilities based in whole or in part onpromptly pay on behalf of or, or arising in whole or in part out of or in connection with this Agreementwithin ten (10) days after any request for advancement, the Merger or any advance to each of the transactions contemplated hereby Indemnified Parties, any Indemnification Expenses incurred in defending, serving as a witness with respect to or thereby, in each case otherwise participating with respect to the fullest extent a corporation is permitted under applicable law to indemnify its own directors, officers and employees, as the case may be and CSLC and the Surviving Entity, as the case may be, shall pay expenses any Claim in advance of the final disposition of any such action Claim, including payment on behalf of or proceeding advancement to each the Indemnified Party to the fullest extent permitted under applicable law upon receipt of any undertaking contemplated Indemnification Expenses incurred by applicable law. Without limiting the foregoing, if any such claim, action, suit, proceeding or investigation is commenced or instituted against any Indemnified Party (whether arising before in connection with enforcing any rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or after the Effective Time), (i) the Indemnified Parties may retain counsel satisfactory to them other security. The indemnification and the Company (or satisfactory to them and CSLC advancement obligations of Partners and the Surviving Entity after the Effective Time); (ii) the Company (or after the Effective Time, CSLC and the Surviving Entitypursuant to this Section 6.13(a) shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as reasonably itemized statements therefor are received; and (iii) the Company (extend to acts or after the Effective Time, CSLC and the Surviving Entity) shall use best efforts to assist in the vigorous defense of any such matter, provided that neither the Company, CSLC nor the Surviving Entity shall be liable for any settlement of any claim effected without its written consent (which consent shall not unreasonably be withheld). Any Indemnified Party electing to claim indemnification under this Section 5.9, upon learning of any such Action, shall promptly notify the Company, CSLC omissions occurring at or the Surviving Entity of such election (but the failure so to notify the Company shall not relieve it from any liability which it may have under this Section 5.9, except to the extent such failure materially prejudices it or if it otherwise forfeits substantive rights and defenses as a result of such failure), and shall deliver to the Company (or after the Effective Time, to CSLC and the Surviving Entity) the undertaking contemplated by applicable law. The Indemnified Parties as a group may retain only one firm of legal counsel to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict in respect of any significant issue between the positions of any two or more Indemnified Parties. (b) For a period of seven years after the Effective Time, CSLC shall cause to be maintained in effect the current policies of directors' and officers' liability insurance maintained by the Company and its Subsidiaries (provided that CSLC may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous) with respect to claims arising from facts or events which occurred before the Effective Time to the extent available on commercially reasonable terms; provided, however, that CSLC shall not be obligated to incur in excess of $400,000 in the aggregate under this Section 5.9(b). (c) The provisions of this Section 5.9 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his heirs and his representatives.the

Indemnification; Directors’ and Officers’ Insurance. (a) The Company shall, and from and after the Effective Time, CSLC and the Surviving Entity Corporation shall, indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date hereof has been or who becomes prior to the Effective Time, an officer, director director, employee or employee agent of the Company or any of its Subsidiaries (the "Indemnified Parties") from and against (i) all losses, claims, damages, costs, expenses (including attorneys' fees and expenses), liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not be unreasonably be withheld) of or in connection with any threatened or actual claim, action, suit, proceeding, case proceeding or investigation ("Action") based in whole or in part on or arising in whole or in part out of or in connection with the fact that such person is or was a director, officer officer, employee or employee agent of the Company or any Subsidiaryof its Subsidiaries or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise or by reason of anything done or not done by such person in any such capacity whether pertaining to any matter existing or occurring at or prior to the Effective Time or any acts or omissions occurring or existing at or prior to the Effective Time and whether asserted or claimed prior to, or at or after after, the Effective Time ("Indemnified Liabilities") and (ii) ), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of of, or in connection with pertaining to this Agreement, the Merger Agreement or any of the transactions contemplated hereby or therebyhereby, in each case to the fullest full extent a corporation is permitted under applicable law the DGCL to indemnify its own directors, directors or officers and employees, as the case may be (and CSLC the Company and the Surviving EntityCorporation, as the case may be, shall pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the fullest full extent permitted by law). In determining whether an Indemnified Party is entitled to indemnification under applicable law upon receipt of any undertaking contemplated this Section 6.6, if requested by applicable lawsuch Indemnified Party, such determination shall be made by special, independent counsel selected by the Surviving Corporation and approved by the Indemnified Party (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Surviving Corporation or its affiliates within the last three years (other than in connection with such matters). Without limiting the foregoing, if in the event any such claim, action, suit, proceeding or investigation is commenced or instituted brought against any Indemnified Party Parties (whether arising before or after the Effective Time), (i) the Indemnified Parties may retain the Company's regularly engaged independent legal counsel or counsel satisfactory to them and reasonably satisfactory to the Company (or satisfactory to them and CSLC and reasonably satisfactory to the Surviving Entity Corporation after the Effective Time); (ii) , and the Company (or after the Effective Time, CSLC and the Surviving EntityCorporation) shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties as promptly as reasonably itemized statements therefor are received; and (iiiii) the Company (or after the Effective Time, CSLC and the Surviving EntityCorporation) shall will use all reasonable best efforts to assist in the vigorous defense of any such matter, provided that neither the Company, CSLC Company nor the Surviving Entity Corporation shall be liable for any settlement of any claim effected without its prior written consent (which consent shall not unreasonably be withheld). Any Indemnified Party electing wishing to claim indemnification under this Section 5.96.6, upon learning of any such Actionclaim, action, suit, proceeding or investigation, shall promptly notify the CompanyCompany (or after the Effective Time, CSLC or the Surviving Entity of such election Corporation) (but the failure so to notify the Company shall not relieve it a party from any liability which it may have under this Section 5.9, 6.6 except to the extent such failure materially prejudices it or if it otherwise forfeits substantive rights and defenses as a result of such failure), party's position with respect to such claims) and shall deliver to the Company (or after the Effective Time, to CSLC and the Surviving EntityCorporation) the undertaking contemplated by applicable lawSection 145(e) of the DGCL, but without any requirement for the posting of a bond. The Indemnified Parties as a group may retain only one law firm of legal counsel (plus one local counsel, if necessary) to represent them with respect to each such matter unless there is, under applicable standards the use of professional conduct, counsel chosen to represent the Indemnified Parties would present such counsel with a conflict of interest, or the representation of all of the Indemnified Parties by the same counsel would be inappropriate due to actual or potential differing interests between them, in which case such additional counsel as may be required (as shall be reasonably determined by the Indemnified Parties and the Company or the Surviving Corporation, as the case may be) may be retained by the Indemnified Parties at the cost and expense of the Company (or Surviving Corporation). The Company and Sub agree that the foregoing rights to indemnification, including provisions relating to advances of expenses incurred in defense of any action or suit, existing in favor of the Indemnified Parties with respect to matters occurring through the Effective Time, shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time; provided, however, that all rights to indemnification (including rights relating to advances of expenses) in respect of any significant issue between Indemnified Liabilities asserted or made within such period shall continue until the positions disposition of such Indemnified Liabilities. Furthermore, the provisions with respect to indemnification set forth in the Certificate of Incorporation or Bylaws of the Surviving Corporation shall not be amended for a period of six years following the Effective Time if such amendment would adversely affect the rights thereunder of individuals who at any two time prior to the Effective Time were directors, officers, employees or more Indemnified Partiesagents of the Company in respect of actions or omissions occurring at or prior to the Effective Time. (b) The Company (or after the Effective Time, the Surviving Corporation) shall indemnify any Indemnified Party against all reasonable costs and expenses (including attorney's fees and expenses), such amounts to be payable in advance upon request as provided in Section 6.6(a), relating to the enforcement of such Indemnified Party's rights under this Section 6.6 or under the documents referred to in this Section 6.6 regardless of whether or not such Indemnified Party is ultimately determined to be entitled to indemnification hereunder or thereunder. Any amounts due pursuant to the preceding sentence shall be payable upon request by the Indemnified Party and shall bear interest from the date that such were originally due and payable at a rate equal to the prime rate of interest as announced by The Chase Manhattan Bank plus 1% as in effect on the date of such initial request. (c) For a period of seven six years after the Effective Time, CSLC the Surviving Corporation shall cause to be maintained in effect the current policies of directors' and officers' liability insurance maintained by the Company and its Subsidiaries (provided that CSLC Parent may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no less advantageousadvantageous to the Indemnified Parties) with respect to claims matters arising from facts before and acts or events which occurred before omissions occurring or existing at or prior to the Effective Time to including the extent available on commercially reasonable terms; providedtransactions contemplated by this Agreement, however, provided that CSLC Parent shall not be obligated required to incur pay an annual premium for such insurance in excess of 125% of the last annual premium paid by the Company prior to the date hereof, but in such case shall purchase as much coverage as possible for such amount. The last annual premium paid by the Company was $400,000 in the aggregate under this Section 5.9(b)523,720. (cd) For a period of 6 years after the Effective Time, the Surviving Corporation shall cause to be maintained in effect the current policies of fiduciary liability insurance maintained by the Company and its Subsidiaries (provided that Parent may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous to the Indemnified Parties who are covered thereby) with respect to matters arising before and acts or omissions occurring or existing at or prior to the Effective Time, provided that Parent shall not be required to pay an annual premium for such insurance in excess of 200% of the last annual premium paid by the Company prior to the date hereof, but in such case shall purchase as much coverage as possible for such amount. The last annual premium paid by the Company was $13,500. Furthermore, the provisions with respect to indemnification provided for under any Benefit Plan or Employee Arrangement shall not be amended for a period of six years following the Effective Time if such amendment would adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directors, officers, employees or agents of the Company in respect of actions or omissions occurring at or prior to the Effective Time. (e) The provisions of this Section 5.9 6.6 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his heirs and his representativespersonal representatives and shall be binding on all successors and assigns of Sub, the Company and the Surviving Corporation. (f) The Company will honor the indemnification agreements identified in Schedule 4.1(w), except for the provisions relating to the establishment of trusts. The Company may enter into substantially similar indemnification agreements with other directors of the Company, provided that such agreements shall not contain any provisions for the establishment of trusts.

Indemnification; Directors’ and Officers’ Insurance. (a) The Company shall, and from From and after the Effective Time, CSLC and in the Surviving Entity shallevent of any claim, indemnifyaction, defend and hold harmless each suit, proceeding or investigation, whether civil, criminal or administrative, in which any person who is now, or has been at any time prior to the date hereof has been of this Agreement, or who becomes prior to the Effective Time, an officer, a director or employee officer of the Company or any of its Subsidiaries (the "“Indemnified Parties"”) from and against (i) all lossesis, claimsor is threatened to be, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying made a party (which approval shall not unreasonably be withheld) of or in connection with any claim, action, suit, proceeding, case or investigation ("Action") based in whole or in part on or arising in whole or in part out of or in connection with the fact that such person is or was a director, officer or employee of the Company or any Subsidiary, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, at or after the Effective Time ("Indemnified Liabilities") and (ii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he or she is or was a director or officer of the Company, any of its Subsidiaries or in connection with any of their respective predecessors or (ii) this Agreement, the Merger Agreement or any of the transactions contemplated hereby or therebythereby and all actions taken by an Indemnified Party in connection herewith or therewith, in each case in his or her capacity as a director or officer of the Company or any of its Subsidiaries, whether in any case asserted or arising before or after the Effective Time, Acquiror shall cause the Surviving Company to indemnify and hold harmless, as and to the fullest extent a corporation is provided in the certificate of incorporation and bylaws of the Company as in effect on the date of this Agreement and permitted under by applicable law to indemnify its own directorsLaw, officers each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and employees, as the case may be and CSLC and the Surviving Entity, as the case may be, shall pay expenses in advance of the final disposition of any such action claim, suit, proceeding or proceeding investigation to each Indemnified Party to the fullest extent permitted under applicable law upon receipt of an undertaking from such Indemnified Party to repay such advanced expenses if it is determined by a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Party was not entitled to indemnification hereunder), judgments, fines and amounts paid in settlement in connection with any undertaking contemplated by applicable lawsuch actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative. Without limiting the foregoingAny Indemnified Party wishing to claim indemnification under this Section 7.8, if upon learning of any such claim, action, suit, proceeding or investigation is commenced or instituted against any Indemnified Party (whether arising before or after the Effective Time), (i) the Indemnified Parties may retain counsel satisfactory to them and the Company (or satisfactory to them and CSLC and the Surviving Entity after the Effective Time); (ii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as reasonably itemized statements therefor are received; and (iii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall use best efforts to assist in the vigorous defense of any such matter, provided that neither the Company, CSLC nor the Surviving Entity shall be liable for any settlement of any claim effected without its written consent (which consent shall not unreasonably be withheld). Any Indemnified Party electing to claim indemnification under this Section 5.9, upon learning of any such Actioninvestigation, shall promptly notify the CompanyAcquiror in writing thereof, CSLC or the Surviving Entity of such election (but provided, that the failure to so to notify the Company shall not relieve it from any liability which it may have affect the obligations of Acquiror under this Section 5.9, 7.8 except (and only) to the extent such failure to notify materially prejudices it or if it otherwise forfeits substantive rights and defenses as a result of such failure), and shall deliver to the Company (or after the Effective Time, to CSLC and the Surviving Entity) the undertaking contemplated by applicable law. The Indemnified Parties as a group may retain only one firm of legal counsel to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict in respect of any significant issue between the positions of any two or more Indemnified PartiesAcquiror. (b) For a period of seven three (3) years after the Effective Time, CSLC Acquiror shall use its reasonable best efforts to cause the persons serving as officers and directors of the Company immediately prior to the Effective Time to be maintained in effect covered by the current policies of directors' ’ and officers' ’ liability insurance policy or policies maintained by the Company and Acquiror or one of its Subsidiaries (provided provided, that CSLC may substitute therefor Acquiror’s directors’ and officers’ liability insurance policy or policies of provide at least the same coverage and amounts containing terms and conditions which are no are, in the aggregate, not materially less advantageousadvantageous to such directors and officers of the Company than the terms and conditions of the existing directors’ and officers’ liability insurance policy of the Company) with respect to claims arising from facts or events that existed or occurred at or prior to the Effective Time. Notwithstanding the foregoing, in no event will Acquiror be required to expend, in the aggregate and on an annual basis, an amount (the “Insurance Amount”) in excess of 200% of the annual premiums currently paid by the Company for such insurance, which occurred before current premiums are set forth in Section 7.8(b) of the Company Disclosure Letter, and if Acquiror is unable to maintain or obtain the insurance called for by this Section 7.8(b) for an amount per year equal to or less than the Insurance Amount, Acquiror shall use its reasonable best efforts to obtain as much comparable insurance as may be available for the Insurance Amount. The provisions of this Section 7.8(b) shall be deemed to have been satisfied if prepaid policies have been obtained by Acquiror or by the Company (with Acquiror’s consent), which policies provide the persons covered by the Company’s directors’ and officers’ liability insurance policy immediately prior to the Effective Time with coverage for a period of not less than three (3) years after the Effective Time with respect to claims arising from facts or events that occurred at or prior to the extent available on commercially reasonable terms; providedEffective Time. If such prepaid policies have been obtained by the Company prior to the Effective Time with Acquiror’s consent, however, that CSLC Acquiror shall not be obligated maintain such policies in full force and effect and continue to incur in excess of $400,000 in the aggregate under this Section 5.9(b)honor all obligations thereunder. (c) The provisions of this Section 5.9 7.8 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, Party and his or her heirs and his representatives.

Indemnification; Directors’ and Officers’ Insurance. (a) The Company From and after the consummation of the Offer, Parent shall, and from and after agrees to cause the Effective Time, CSLC and Company or the Surviving Entity shallCorporation to, indemnifyexculpate, defend indemnify and hold harmless each person who is nowall past and present officers, or at any time prior to the date hereof has been or who becomes prior to the Effective Timedirectors, an officer, director or employee employees and agents of the Company or any of and its Subsidiaries (the "Indemnified Parties") from to the same extent such persons are currently exculpated and against indemnified by the Company or any of its Subsidiaries pursuant to the Company's or any such Subsidiary's Articles of Incorporation or By-Laws (i) all lossesor similar organizational documents), claims, damages, costs, expenses, liabilities or judgments or amounts that are paid agreements in settlement with the approval effect as of the indemnifying party date hereof or applicable law for acts or omissions, or alleged acts or omissions, occurring at or prior to the Effective Time, and Parent shall, and shall cause the Company or the Surviving Corporation to, honor all such obligations of the Company (which approval including, if necessary, providing the Company or the Surviving Corporation sufficient funds), including, without limitation, obligations to advance expenses to such Indemnified Parties arising pursuant to the Company's or any such Subsidiary's Articles of Incorporation or By-laws (or similar organizational documents), agreements in effect as of the date 38 hereof or applicable law; provided, however, that Parent shall not unreasonably be withheld) obligated to exculpate, indemnify or hold harmless any Indemnified Party who shall become an employee of the Private Buyer or in connection with any claim, action, suit, proceeding, case or investigation ("Action") based in whole or in part on or arising in whole or in part out of or its Subsidiaries in connection with the fact that such person is Asset Purchase Agreement, or was a directorthe transactions contemplated thereby, officer for any acts or employee of the Company or any Subsidiary, whether pertaining to any matter existing or omissions occurring at or prior to the Effective Time in respect of the business previously conducted by the Company using the TPG Assets (the "Excluded Matters"); and, provided, further, that this Section 7.8 shall not be deemed to limit, modify or affect any rights of indemnification, including the advancement of expenses, under any provisions of the Company's or any of its Subsidiaries' Articles of Incorporation or By-laws (or similar organizational documents), any agreements in effect on the date hereof or applicable law with respect to the Excluded Matters. Parent shall cause the Surviving Corporation to provide, for an aggregate period of not less than six years from the Effective Time, the Company's current directors and whether asserted or claimed officers an insurance and indemnification policy that provides coverage for events occurring prior to, at or after to the Effective Time (the "Indemnified LiabilitiesD&O Insurance") and (ii) all Indemnified Liabilities based in whole or in part on), or arising in whole or in part out of or in connection with this Agreementthat is no less favorable than the Company's existing policy or, if substantially equivalent insurance coverage is unavailable, the Merger or any of the transactions contemplated hereby or thereby, in each case to the fullest extent a corporation is permitted under applicable law to indemnify its own directors, officers and employees, as the case may be and CSLC and the Surviving Entity, as the case may be, shall pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the fullest extent permitted under applicable law upon receipt of any undertaking contemplated by applicable law. Without limiting the foregoing, if any such claim, action, suit, proceeding or investigation is commenced or instituted against any Indemnified Party (whether arising before or after the Effective Time), (i) the Indemnified Parties may retain counsel satisfactory to them and the Company (or satisfactory to them and CSLC and the Surviving Entity after the Effective Time); (ii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as reasonably itemized statements therefor are received; and (iii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall use best efforts to assist in the vigorous defense of any such matter, provided that neither the Company, CSLC nor the Surviving Entity shall be liable for any settlement of any claim effected without its written consent (which consent shall not unreasonably be withheld). Any Indemnified Party electing to claim indemnification under this Section 5.9, upon learning of any such Action, shall promptly notify the Company, CSLC or the Surviving Entity of such election (but the failure so to notify the Company shall not relieve it from any liability which it may have under this Section 5.9, except to the extent such failure materially prejudices it or if it otherwise forfeits substantive rights and defenses as a result of such failure), and shall deliver to the Company (or after the Effective Time, to CSLC and the Surviving Entity) the undertaking contemplated by applicable law. The Indemnified Parties as a group may retain only one firm of legal counsel to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict in respect of any significant issue between the positions of any two or more Indemnified Parties. (b) For a period of seven years after the Effective Time, CSLC shall cause to be maintained in effect the current policies of directors' and officers' liability insurance maintained by the Company and its Subsidiaries (provided that CSLC may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous) with respect to claims arising from facts or events which occurred before the Effective Time to the extent available on commercially reasonable termscoverage; provided, however, that CSLC the Surviving Corporation shall not be obligated required to incur pay an annual premium for the D&O Insurance in excess of $400,000 200 percent of the last annual premium paid prior to the date hereof, but in the aggregate under this Section 5.9(b)such case shall purchase as much coverage as possible for such amount. (c) The provisions of this Section 5.9 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his heirs and his representatives.

Indemnification; Directors’ and Officers’ Insurance. (ai) The Company shall, and from From and after the Effective Time, CSLC and the Surviving Entity shall, Parent shall indemnify, defend and hold harmless each any person who is now, or has been at any time prior to the date hereof has been hereof, or who becomes prior to the Effective Time, an a director, officer, director employee or employee agent (an “Indemnified Person”) of the Company or any of its Subsidiaries (the "Indemnified Parties") from and subsidiaries against (i) all losses, claims, damages, costsliabilities, expensescosts and expenses (including reasonable fees and expenses of legal counsel selected by the Indemnified Person with the consent of Parent, liabilities or judgments or which consent will not be unreasonably withheld), judgments, fines and amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not unreasonably be withheld) of or in connection with any claim, actual or threatened action, suit, proceedingclaim, case proceeding or investigation ("Action"each a “Claim”) to the extent such Indemnified Person acted in good faith and in a manner reasonably believed to be in the best interest of the Company and, in the case of a criminal proceeding, to the extent such Indemnified Person had no reasonable cause to believe such Indemnified Person’s conduct was unlawful and to the extent that any such Claim is based in whole on, or in part on or arising in whole or in part arises out of or in connection with of: (x) the fact that such person Indemnified Person is or was a director, director or officer or employee of the Company or any Subsidiaryof its subsidiaries or is or was serving at the request of the Company or any of its subsidiaries as a director or officer of another corporation, whether pertaining partnership, joint venture, trust or other enterprise; or (y) this Agreement or any of the transactions contemplated hereby, in each case to the extent that any such Claim pertains to any matter or fact arising, existing or occurring at or prior to or at the Effective Time and Time, regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time Time, to the full extent permitted under the CGCL, the Company Certificate or the Company Bylaws or any indemnification agreement in effect prior to the date hereof and listed in Section 5.2(c) to the Company Disclosure Schedule ("complete and correct copies of which have been previously provided to Parent), including provisions relating to advancement of expenses incurred in the defense of any such Claim. Without limiting the generality of the preceding sentence, in the event any Indemnified Liabilities") Person becomes involved in any Claim, after the Effective Time, Parent shall periodically advance to such Indemnified Person its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the provisions of paragraph (ii) of this Section 5.2(b), and subject to the providing by such Indemnified Person of an undertaking to reimburse all amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such Indemnified Person is not entitled thereto. (ii) The Indemnified Person shall control the defense of any Claim with counsel selected by the Indemnified Person, which counsel shall be reasonably acceptable to Parent, provided that Parent shall be permitted to participate in the defense of such Claim at its own expense. Parent shall not be obligated to pay the fees and expenses of more than one counsel for all Indemnified Liabilities based Persons in whole any single Claim except to the extent that, in the opinion of independent legal counsel selected by the Indemnified Person, which counsel shall be reasonably acceptable to Parent, representation of two or more of such Indemnified Persons would present a conflict of interest under applicable standards of conduct in part onthe legal profession. Parent shall not be liable for any settlement effected without its written consent, which consent shall not unreasonably be withheld. (iii) Parent and the Company agree that all rights to indemnification of liabilities, and all limitations with respect thereto, existing in favor of any Indemnified Person, as provided in the Company Certificate or arising the Company Bylaws and any indemnification agreement in whole effect at the date hereof and listed in Section 5.2(b) to the Company Disclosure Schedule, shall survive the Mergers and shall continue in full force and effect, without any amendment thereto; provided, however, that in the event any Claim is asserted or in part out of or in connection made, any determination required to be made with this Agreementrespect to whether an Indemnified Person’s conduct complies with the standards set forth under the CGCL, the Merger Company Certificate or the Company Bylaws or any of the transactions contemplated hereby or thereby, in each case to the fullest extent a corporation is permitted under applicable law to indemnify its own directors, officers and employees, as the case may be and CSLC and the Surviving Entitysuch agreement, as the case may be, shall pay expenses be made as permitted by the CGCL; and provided further that nothing in advance this Section 5.2(c) shall impair any rights or obligations of any current or former director or officer of the final disposition of any such action Company or proceeding to each Indemnified Party its subsidiaries, including pursuant to the fullest extent permitted under applicable law upon receipt respective certificates of any undertaking contemplated by applicable law. Without limiting the foregoing, if any such claim, action, suit, proceeding incorporation or investigation is commenced bylaws of Parent or instituted against any Indemnified Party (whether arising before or after the Effective Time), (i) the Indemnified Parties may retain counsel satisfactory to them and the Company (or satisfactory to them and CSLC and the Surviving Entity after the Effective Time); (ii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as reasonably itemized statements therefor are received; and (iii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall use best efforts to assist in the vigorous defense of any such matter, provided that neither the Company, CSLC nor the Surviving Entity shall be liable for any settlement of any claim effected without its written consent (which consent shall not unreasonably be withheld). Any Indemnified Party electing to claim indemnification under this Section 5.9, upon learning of any such Action, shall promptly notify the Company, CSLC or the Surviving Entity of such election (but the failure so to notify the Company shall not relieve it from any liability which it may have under this Section 5.9, except to the extent such failure materially prejudices it or if it otherwise forfeits substantive rights and defenses as a result of such failure), and shall deliver to the Company (or after the Effective Time, to CSLC and the Surviving Entity) the undertaking contemplated by applicable law. The Indemnified Parties as a group may retain only one firm of legal counsel to represent them with respect to each such matter unless there istheir respective subsidiaries, under applicable standards of professional conduct, a conflict in respect of any significant issue between the positions of any two CGCL or more Indemnified Partiesotherwise. (biv) For a period of seven six years after the Effective Time, CSLC Parent shall cause to be maintained in effect the current policies of directors' ’ and officers' ’ and fiduciary liability insurance maintained by the Company and its Subsidiaries (provided that CSLC Parent may substitute therefor policies of at least the same coverage and amounts containing with terms and conditions which that are no less advantageousadvantageous to former officers and directors of the Company) only with respect to claims arising from facts or events which occurred at or before the Effective Time to the extent available on commercially reasonable termsTime; provided, however, provided that CSLC Parent shall not be obligated required to incur pay in the aggregate for D&O Insurance in excess of $400,000 750% of the last annual premium paid prior to the date hereof, but in the aggregate under this Section 5.9(b)such case shall purchase as much coverage as possible for such amount. (cv) The provisions of this Section 5.9 5.2(b) are intended to be for the benefit of, and shall be enforceable by, each Indemnified PartyPerson, his or her heirs and his or her personal representatives. Parent will not, nor will Parent permit the Surviving Corporation to, merge or consolidate with any other Person or sell all or substantially all of Parent’s or such subsidiary’s assets unless Parent or the Surviving Corporation ensures that the surviving or resulting entity assumes the obligations imposed by this Section 5.2(b).

Indemnification; Directors’ and Officers’ Insurance. (a) The Company shallWithout limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement in effect on the date hereof or otherwise, and from and after the Effective Time, CSLC Parent and the Surviving Entity Corporation shall, jointly and severally, indemnify, defend and hold harmless each person Person who is now, or has been at any time prior to the date hereof has been of this Agreement or who becomes prior to the Effective Time, an officer, a director or employee officer of the Company or any of its Subsidiaries or who acts as a fiduciary under any Company Plan, in each case, when acting in such capacity (the "“Indemnified Parties"Persons”) from and against (i) all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not unreasonably be withheld) settlement, of or incurred in connection with any claimthreatened or actual Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, action, suit, proceeding, case or investigation ("Action") based in whole or in part part, on or arising arising, in whole or in part part, out of or in connection with the fact that such person Person is or was a director or officer of the Company or any of its Subsidiaries, a fiduciary under any Company Plan or is or was serving at the request of the Company or any of its Subsidiaries as a director, officer or employee fiduciary of the Company another corporation, partnership, limited liability company, joint venture, Employee Benefit Plan, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any Subsidiarysuch capacity, whether pertaining to any matter act or omission occurring or existing or occurring at or prior to or at, but not after, the Effective Time and whether asserted or claimed prior to, at or after the Effective Time ("“Indemnified Liabilities") and (ii) ”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of of, or in connection with pertaining to, this Agreement, Agreement or the Merger or any of the transactions contemplated hereby or therebyTransactions, in each case to the fullest same extent a corporation such Indemnified Person is permitted under applicable law indemnified as of the date of this Agreement by the Company or its Subsidiaries pursuant to indemnify the Organizational Documents of the Company or the Organizational Documents of any of its own directors, officers and employeesSubsidiaries, as the case may be applicable (and CSLC Parent and the Surviving EntityCorporation shall, as the case may bejointly and severally, shall pay expenses incurred in connection therewith in advance of the final disposition of any such action or proceeding Proceeding to each Indemnified Party Person to the fullest same extent permitted under applicable law upon receipt such Indemnified Person is indemnified as of the date of this Agreement by the Company or its Subsidiaries pursuant to the Organizational Documents of the Company or the Organizational Documents of any undertaking contemplated by applicable lawof its Subsidiaries, as applicable). Without limiting the foregoing, if in the event any such claim, action, suit, proceeding Proceeding is brought or investigation is commenced or instituted threatened to be brought against any Indemnified Party Persons (whether arising before or after the Effective Time), (i) the Indemnified Parties Persons may retain the Company’s regularly engaged legal counsel or other counsel satisfactory to them them, and the Company (or satisfactory to them and CSLC Parent and the Surviving Entity after the Effective Time); (ii) the Company (or after the Effective TimeCorporation shall, CSLC jointly and the Surviving Entity) shall severally, pay all reasonable fees and expenses of such counsel for the Indemnified Parties Persons as promptly as reasonably itemized statements therefor are received; , and (iiiii) the Company (or after the Effective Time, CSLC each of Parent and the Surviving Entity) Corporation shall use its best efforts to assist cooperate in the vigorous defense of any such matter, provided that neither the Company, CSLC nor the Surviving Entity shall be liable for any settlement of any claim effected without its written consent (which consent shall not unreasonably be withheld). Any Indemnified Party electing Person wishing to claim indemnification or advancement of expenses under this Section 5.96.10, upon learning of any such ActionProceeding, shall promptly notify the Company, CSLC or the Surviving Entity of such election Parent (but the failure so to notify the Company shall not relieve it a Party from any liability which obligations that it may have under this Section 5.9, 6.10 except to the extent such failure materially prejudices it such Party’s position with respect to such claims). With respect to any determination of whether any Indemnified Person is entitled to indemnification by Parent or if it otherwise forfeits substantive rights the Surviving Corporation under this Section 6.10, such Indemnified Person shall have the right, as contemplated by the DGCL, to require that such determination be made by special, independent legal counsel selected by the Indemnified Person and defenses as a result of such failureapproved by Parent (which approval shall not be unreasonably withheld or delayed), and shall deliver to the Company (or after the Effective Timewho has not otherwise performed material services for Parent, to CSLC and the Surviving EntityCorporation or the Indemnified Person within the last three (3) the undertaking contemplated by applicable law. The Indemnified Parties as a group may retain only one firm of legal counsel to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict in respect of any significant issue between the positions of any two or more Indemnified Partiesyears. (b) For Parent and the Surviving Corporation shall not amend, repeal or otherwise modify any provision in the Organizational Documents of the Surviving Corporation in any manner that would affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a period manner that would) adversely the rights thereunder or under the Organizational Documents of seven years after the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by applicable Law. Parent shall, and shall cause the Surviving Corporation to, fulfill and honor any indemnification, expense advancement or exculpation agreements between the Company or any of its Subsidiaries and any of its directors, officers or employees existing and in effect prior to the date of this Agreement. (c) Parent and the Surviving Corporation shall, jointly and severally, indemnify any Indemnified Person against all reasonable costs and expenses (including reasonable attorneys’ fees and expenses), such amounts to be payable in advance upon request as provided in Section 6.10(a), relating to the enforcement of such Indemnified Person’s rights under this Section 6.10 or under any charter, bylaw or contract regardless of whether such Indemnified Person is ultimately determined to be entitled to indemnification hereunder or thereunder. (d) Parent shall obtain or cause the Surviving Corporation to obtain, and Parent shall fully prepay immediately prior to the Effective Time, CSLC shall cause to be maintained in effect the current “tail” insurance policies of directors' and officers' liability insurance maintained by the Company and its Subsidiaries (provided that CSLC may substitute therefor policies with a claims period of at least six (6) years from the Effective Time (the “Tail Period”) from an insurance carrier with the same coverage and amounts containing terms and conditions which are no less advantageous) or better credit rating as the Company’s current insurance carrier with respect to claims arising from facts directors’ and officers’ liability insurance (“D&O Insurance”) in an amount and scope at least as favorable as the Company’s existing policies with respect to matters, acts or events which occurred before omissions existing or occurring at or prior to, but not after, the Effective Time to the extent available on commercially reasonable termsTime; provided, however, that CSLC in no event shall the aggregate cost of the D&O Insurance exceed during the Tail Period 300% of the current aggregate annual premium paid by the Company for such purpose; and provided, further, that if the cost of such insurance coverage exceeds such amount, Parent shall obtain or cause the Surviving Corporation to obtain a policy with the greatest coverage available for a cost not exceeding such amount. (e) In the event that Parent or the Surviving Corporation or any of its successors or assignees (i) consolidates with or merges into any other Person and shall not be obligated the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to incur any Person, then, in excess each such case, proper provisions shall be made so that the successors and assigns of $400,000 Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 6.10. Parent and the aggregate Surviving Corporation shall not sell, transfer, distribute or otherwise dispose of any of their assets in a manner that would reasonably be expected to render Parent or Surviving Corporation unable to satisfy their obligations under this Section 5.9(b). (c) 6.10. The provisions of this Section 5.9 6.10 are intended to be for the benefit of, and shall be enforceable by, the Parties and each Indemnified PartyPerson entitled to indemnification or insurance coverage or expense advancement pursuant to this Section 6.10, and his heirs and his representativesRepresentatives. The rights of the Indemnified Persons under this Section 6.10 are in addition to any rights such Indemnified Persons may have under the Organizational Documents of the Company or any of its Subsidiaries, or under any applicable contracts or Law. Parent and the Surviving Corporation shall pay all expenses, including attorneys’ fees, that may be incurred by any Indemnified Person in enforcing the indemnity and other obligations provided in this Section 6.10.

Indemnification; Directors’ and Officers’ Insurance. (a) The Company shall, and from and after the Effective Time, CSLC and the Surviving Entity Corporation shall, indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date hereof has been or who becomes prior to the Effective Time, an officer, officer or director or employee of the Company or any of its Subsidiaries (the "Indemnified Parties") from and against (i) all losses, claims, damages, costs, expenses (including attorneys' fees and expenses), liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not be unreasonably be withheld) of or in connection with any threatened or actual claim, action, suit, proceeding, case proceeding or investigation ("Action") based in whole or in part on or arising in whole or in part out of or in connection with the fact that such person is or was a director, director or officer or employee of the Company or any Subsidiary, of its Subsidiaries whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, or at or after after, the Effective Time ("Indemnified Liabilities") and (ii) ), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of of, or in connection with pertaining to this Agreement, the Merger Agreement or any of the transactions contemplated hereby or therebyhereby, in each case to the fullest full extent a corporation is permitted under applicable law the DGCL to indemnify its own directors, directors or officers and employees, as the case may be (and CSLC Parent and the Surviving EntityCorporation, as the case may be, shall will pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the fullest full extent permitted under applicable law upon receipt of any undertaking contemplated by applicable law). Without limiting the foregoing, if in the event any such claim, action, suit, proceeding or investigation is commenced or instituted brought against any Indemnified Party Parties (whether arising before or after the Effective Time), (i) the Indemnified Parties may retain counsel satisfactory to them and the Company (or satisfactory to them and CSLC and the Surviving Entity Corporation after the Effective Time)) and the Company (or after the Effective Time, the Surviving Corporation) shall pay all fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; and (ii) the Company (or after the Effective Time, CSLC and the Surviving EntityCorporation) shall pay will use all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as reasonably itemized statements therefor are received; and (iii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall use best efforts to assist in the vigorous defense of any such matter, provided that neither the Company, CSLC Company nor the Surviving Entity Corporation shall be liable for any settlement of any claim effected without its prior written consent (which consent shall not unreasonably be withheld). Any Indemnified Party electing wishing to claim indemnification under this Section 5.96.6, upon learning of any such Actionclaim, action, suit, proceeding or investigation, shall promptly notify the CompanyCompany (or after the Effective Time, CSLC or the Surviving Entity of such election Corporation) (but the failure so to notify the Company shall not relieve it a party from any liability which it may have under this Section 5.9, 6.6 except to the extent such failure materially prejudices it or if it otherwise forfeits substantive rights and defenses as a result of such failureparty), and shall deliver to the Company (or after the Effective Time, to CSLC and the Surviving EntityCorporation) the undertaking contemplated by applicable law. The Indemnified Parties as a group may retain only one firm of legal counsel to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict in respect of any significant issue between the positions of any two or more Indemnified Parties. (b) For a period of seven years after the Effective Time, CSLC shall cause to be maintained in effect the current policies of directors' and officers' liability insurance maintained by the Company and its Subsidiaries (provided that CSLC may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous) with respect to claims arising from facts or events which occurred before the Effective Time to the extent available on commercially reasonable terms; provided, however, that CSLC shall not be obligated to incur in excess of $400,000 in the aggregate under this Section 5.9(b). (c) The provisions of this Section 5.9 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his heirs and his representatives.the

Indemnification; Directors’ and Officers’ Insurance. (a) The Company shallIn the event of any threatened or actual claim, and from and after the Effective Timeaction, CSLC and the Surviving Entity shallsuit, indemnifyproceeding or investigation, defend and hold harmless each person whether civil, criminal or administrative, including any such claim, action, suit, proceeding or investigation in which any individual who is now, or has been at any time prior to the date hereof has been of this Agreement, or who becomes prior to the Effective Time, an officer, a director or employee officer of the Company or any of its Subsidiaries (the "Indemnified Parties") from and against (i) all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not unreasonably be withheld) of or in connection with any claim, action, suit, proceeding, case or investigation ("Action") based in whole or in part on or arising in whole or in part out of or in connection with the fact that such person who is or was a director, officer or employee serving at the request of the Company or any Subsidiaryof its Subsidiaries as a director or officer of, whether pertaining to or in any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior other fiduciary capacity with respect to, at any Employee Benefit Plan or after other another person (the Effective Time ("“Indemnified Liabilities") and (ii) all Indemnified Liabilities Parties”), is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director or officer of the Company or any of its Subsidiaries or served in connection with said fiduciary capacity or (ii) this Agreement, the Merger Agreement or any of the transactions contemplated hereby by this Agreement, whether asserted before or therebyafter the Effective Time, in each case the parties shall cooperate and use their reasonable best efforts to defend against and respond thereto. From and after the Effective Time, Parent shall indemnify and hold harmless, as and to the fullest extent a corporation is permitted under applicable law to indemnify its own directorsby law, officers each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reimbursement for reasonable fees and employees, as the case may be and CSLC and the Surviving Entity, as the case may be, shall pay expenses incurred in advance of the final disposition of any such action claim, suit, proceeding or proceeding to each Indemnified Party to the fullest extent permitted under applicable law investigation upon receipt of any undertaking contemplated required by applicable law. Without limiting the foregoing), if judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, proceeding or investigation is commenced investigation. (b) Parent agrees that all rights to exculpation, indemnification and advancement of expenses for acts or instituted against any Indemnified Party (whether arising before omissions occurring at or after prior to the Effective Time), (i) the Indemnified Parties may retain counsel satisfactory to them and the Company (whether asserted or satisfactory to them and CSLC and the Surviving Entity after the Effective Time); (ii) the Company (claimed prior to, at or after the Effective Time, CSLC and now existing in favor of the Surviving Entity) shall pay all reasonable fees and expenses current or former directors, officers or employees, as the case may be, of such counsel for the Indemnified Parties promptly as reasonably itemized statements therefor are received; and (iii) the Company or its Subsidiaries as provided in their respective certificates of incorporation or by-laws or similar organizational documents shall survive the Merger and shall continue in full force and effect. For a period of six (or after 6) years from the Effective Time, CSLC and Parent shall cause the Surviving Entity) shall use best efforts Corporation to assist maintain in the vigorous defense effect any and all exculpation, indemnification and advancement of any such matter, provided that neither expenses provisions of the Company, CSLC nor ’s and any of its Subsidiaries’ articles of incorporation and by-laws or similar organizational documents in effect immediately prior to the Surviving Entity shall be liable for Effective Time or in any settlement indemnification agreements of any claim effected without its written consent (which consent shall not unreasonably be withheld). Any Indemnified Party electing to claim indemnification under this Section 5.9, upon learning of any such Action, shall promptly notify the Company, CSLC or the Surviving Entity of such election (but the failure so to notify the Company shall not relieve it from or its Subsidiaries with any liability which it may have under this Section 5.9of their respective current or former directors, except to officers, or employees in effect as of the extent such failure materially prejudices it or if it otherwise forfeits substantive rights and defenses as a result of such failure)date hereof, and shall deliver to not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who at the Effective Time were current or former directors, officers or employees of the Company (or after the Effective Timeany of its Subsidiaries; provided, however, that all rights to CSLC and the Surviving Entity) the undertaking contemplated by applicable law. The Indemnified Parties as a group may retain only one firm of legal counsel to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict indemnification in respect of any significant issue between action pending or asserted or any claim made within such period shall continue until the positions disposition of any two such action or more Indemnified Partiesresolution of such claim. (bc) For Parent shall cause the individuals serving as officers and directors of the Company or any of its Subsidiaries or serving at the request of the Company or any of its subsidiaries as a director or officer of, or in any other fiduciary capacity with respect to, any Employee Benefit Plan or other person, in each case immediately prior to the Effective Time to be covered for a period of seven six years after from the Effective Time, CSLC shall cause to be maintained in effect Time by the current policies of directors' ’ and officers' ’ liability insurance policy maintained by the Company and its Subsidiaries (provided that CSLC Parent may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which that are no not less advantageousadvantageous in the aggregate than such policy) with respect to claims arising from facts acts or events which occurred before omissions occurring prior to the Effective Time to the extent available on commercially reasonable termsthat were committed by such officers and directors in their capacity as such; provided, however, that CSLC (i) in no event shall Parent be required to expend more than 250% per year of coverage of the amount currently expended by the Company per year of coverage (which current amount is set forth in Section 6.8(c) of the Company Disclosure Schedule) as of the date of this Agreement (the “Maximum Amount”) to maintain or procure insurance coverage pursuant hereto, and (ii) if notwithstanding the use of reasonable best efforts to do so, Parent is unable to maintain or obtain the insurance called for by this Section 6.8, Parent shall obtain as much comparable insurance as is available for the Maximum Amount; provided, further, that in lieu of the foregoing insurance coverage, Parent may direct the Company to purchase “tail” insurance coverage that provides coverage no less favorable than the coverage described above. (d) In the event Parent or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be obligated the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to incur any person, then and in excess each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of $400,000 Parent assume the obligations set forth in the aggregate under this Section 5.9(b)6.8. (ce) The provisions of this Section 5.9 6.8 shall survive the Effective Time and are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, Party and his or her heirs and his representatives.

Indemnification; Directors’ and Officers’ Insurance. (a) The Company shallWithout limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement in effect on the date hereof or otherwise, and from and after the Effective Time, CSLC Parent and the Surviving Entity Corporation shall, jointly and severally, indemnify, defend and hold harmless harmless, in the same manner as provided by Parent or the Company, as applicable, immediately prior to the date of this Agreement, each person Person who is now, or has been at any time prior to the date hereof has been of this Agreement or who becomes prior to the Effective Time, an officer, a director or employee officer of Parent, the Company or any of its their respective Subsidiaries or who acts as a fiduciary under any Parent Benefit Plan or Company Benefit Plan, in each case, when acting in such capacity (the "“Indemnified Parties"Persons”) from and against (i) all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not unreasonably be withheld) settlement, of or incurred in connection with any claimthreatened or actual Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, action, suit, proceeding, case or investigation ("Action") based in whole or in part part, on or arising arising, in whole or in part part, out of or in connection with the fact that such person Person is or was a directordirector or officer of Parent, officer or employee of the Company or any Subsidiaryof their respective Subsidiaries, a fiduciary under any Parent Benefit Plan or Company Benefit Plan or is or was serving at the request of Parent, the Company or any of their respective Subsidiaries as a director, officer, employee or fiduciary of another corporation, partnership, limited liability company, joint venture, Employee Benefit Plan, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any matter act or omission occurring or existing or occurring at or prior to to, but not after, the Effective Time and whether asserted or claimed prior to, at or after but not after, the Effective Time ("“Indemnified Liabilities") and (ii) ”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of of, or in connection with pertaining to, this Agreement, Agreement or the Merger or any of the transactions contemplated hereby or therebyTransactions, in each case to the fullest extent a corporation is permitted under applicable law to indemnify its own directors, officers Law (and employees, as the case may be and CSLC Parent and the Surviving EntityCorporation shall, as the case may bejointly and severally, shall pay expenses incurred in connection therewith, including but not limited to expenses for the retention of the Company’s regularly engaged legal counsel or other counsel satisfactory to them, in advance of the final disposition of any such action or proceeding Proceeding to each Indemnified Party Person to the fullest extent permitted under applicable law upon receipt of any undertaking contemplated by applicable lawLaw). Without limiting the foregoing, if in the event any such claim, action, suit, proceeding Proceeding is brought or investigation is commenced or instituted threatened to be brought against any Indemnified Party Persons (whether arising before or after the Effective Time), (i) the Indemnified Parties Persons may retain the Company’s regularly engaged legal counsel or other counsel satisfactory to them them, and the Company (or satisfactory to them and CSLC Parent and the Surviving Entity after the Effective Time); (ii) the Company (or after the Effective Time, CSLC and the Surviving Entity) Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties Persons as promptly as reasonably itemized statements therefor are received; , and (iiiii) the Company (or after the Effective Time, CSLC Parent and the Surviving Entity) Corporation shall use its best efforts to assist in the vigorous defense of any such matter, provided that neither the Company, CSLC nor the Surviving Entity shall be liable for any settlement of any claim effected without its written consent (which consent shall not unreasonably be withheld). Any Indemnified Party electing Person wishing to claim indemnification or advancement of expenses under this Section 5.96.10, upon learning of any such ActionProceeding, shall promptly notify the Company, CSLC or the Surviving Entity of such election Corporation (but the failure so to notify the Company shall not relieve it a Party from any liability which obligations that it may have under this Section 5.9, 6.10 except to the extent such failure materially prejudices it such Party’s position with respect to such claims). With respect to any determination of whether any Indemnified Person is entitled to indemnification by Parent or if it otherwise forfeits substantive rights Surviving Corporation under this Section 6.10, such Indemnified Person shall have the right, as contemplated by the DGCL, to require that such determination be made by special, independent legal counsel selected by the Indemnified Person and defenses approved by Parent or Surviving Corporation, as a result of such failureapplicable (which approval shall not be unreasonably withheld or delayed), and shall deliver to who has not otherwise performed material services for Parent, Surviving Corporation or the Company Indemnified Person within the last three (or after the Effective Time, to CSLC and the Surviving Entity3) the undertaking contemplated by applicable law. The Indemnified Parties as a group may retain only one firm of legal counsel to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict in respect of any significant issue between the positions of any two or more Indemnified Partiesyears. (b) For a period Parent and the Surviving Corporation agree that, until the six (6) year anniversary date of seven years after the Effective Time, CSLC that neither Parent nor the Surviving Corporation shall amend, repeal or otherwise modify any provision in the Organizational Documents of the Surviving Corporation or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by applicable Law. Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, fulfill and honor any indemnification, expense advancement or exculpation agreements between Parent, the Company or any of their respective Subsidiaries and any of their respective directors or officers existing and in effect immediately prior to the Effective Time. (c) Parent and the Surviving Corporation shall indemnify any Indemnified Person against all reasonable costs and expenses (including reasonable attorneys’ fees and expenses), such amounts to be payable in advance upon request as provided in Section 6.10(a), relating to the enforcement of such Indemnified Person’s rights under this Section 6.10 or under any charter, bylaw or Contract regardless of whether such Indemnified Person is ultimately determined to be entitled to indemnification hereunder or thereunder. (d) Parent and the Surviving Corporation will cause to be maintained put in effect place, and Parent shall fully prepay immediately prior to the current Effective Time, “tail” insurance policies of directors' and officers' liability insurance maintained by the Company and its Subsidiaries (provided that CSLC may substitute therefor policies with a claims reporting or discovery period of at least six (6) years from the Effective Time (the “Tail Period”) from an insurance carrier with the same coverage and amounts containing terms and conditions which are no less advantageous) or better credit rating as Parent’s or the Company’s current insurance carrier, as applicable, with respect to claims arising from facts directors’ and officers’ liability insurance (“D&O Insurance”) in an amount and scope at least as favorable as Parent’s or events which occurred before the Company’s existing policies, as applicable, with respect to matters, acts or omissions existing or occurring at, prior to, or after, the Effective Time to the extent available on commercially reasonable termsTime; provided, however, that CSLC in no event shall the aggregate cost of the D&O Insurance exceed during the Tail Period 300% of the current aggregate annual premium paid by Parent or the Company, as applicable, for such purpose; and provided, further, that if the cost of such insurance coverage exceeds such amount, the Surviving Corporation shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (e) In the event that Parent, the Surviving Corporation or any of their Subsidiaries or any of their respective successors or assignees (i) consolidates with or merges into any other Person and shall not be obligated the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to incur any Person, then, in excess each such case, proper provisions shall be made so that the successors and assigns of $400,000 Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in the aggregate under this Section 5.9(b). (c) 6.10. The provisions of this Section 5.9 6.10 are intended to be for the benefit of, and shall be enforceable by, the Parties and each Indemnified PartyPerson entitled to indemnification or insurance coverage or expense advancement pursuant to this Section 6.10, and his heirs and his representativesRepresentatives. The rights of the Indemnified Persons under this Section 6.10 are in addition to any rights such Indemnified Persons may have under the Organizational Documents of Parent, the Company or any of their respective Subsidiaries, or under any applicable Contracts or Law. Parent and the Surviving Corporation shall pay all expenses, including reasonable and documented attorneys’ fees, that may be incurred by any Indemnified Person in enforcing the indemnity and other obligations provided in this Section 6.10.

Indemnification; Directors’ and Officers’ Insurance. (a) The Company shallIn the event of any threatened or actual claim, and from and after the Effective Timeaction, CSLC and the Surviving Entity shallsuit, indemnifyproceeding or investigation, defend and hold harmless each whether civil, criminal or administrative, in which any person who is now, or has been at any time prior to the date hereof has been hereof, or who becomes prior to the Effective Time, an officer, director or employee of the Company or any of its Subsidiaries (the "Indemnified Parties") from and against (i) all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not unreasonably be withheld) of or in connection with any claim, action, suit, proceeding, case or investigation ("Action") based in whole or in part on or arising in whole or in part out of or in connection with the fact that such person is or was a director, officer or employee of the Company VFSC or any Subsidiaryof its Subsidiaries or of Xxxxxxxxxx or any of its Subsidiaries is, whether pertaining or is threatened to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior tobe, at or after the Effective Time ("Indemnified Liabilities") and (ii) all Indemnified Liabilities made a party based in whole or in part on, or arising in whole or in part out of of, or in connection with pertaining to this Agreement, the VFSC Stock Option Agreement, the Bank Merger Agreements, or any of the transactions contemplated hereby or therebythereby or any actions taken by any such person in connection herewith or therewith, whether in each any case asserted or arising before or after the Effective Time, the parties hereto agree to cooperate and use their best efforts to defend against and respond thereto. It is understood and agreed that after the Effective Time, Xxxxxxxxxx shall indemnify and hold harmless, as and to the fullest extent permitted by Vermont law, each person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a corporation is permitted under applicable law to indemnify director or officer of VFSC or any of its own directorsSubsidiaries (the "Indemnified Parties") against any losses, officers claims, damages, liabilities, costs, expenses (including advancing reasonable attorney's fees and employees, as the case may be and CSLC and the Surviving Entity, as the case may be, shall pay expenses in advance of the final disposition of any such action claim, suit, proceeding or proceeding investigation to each Indemnified Party to the fullest extent permitted under applicable by law upon receipt of any an undertaking contemplated by applicable law. Without limiting the foregoingfrom such Indemnified Party to repay such advanced expenses if it is finally and unappealably determined that such Indemnified Party was not entitled to indemnification hereunder), if judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit proceeding or investigation (whether asserted or arising before or after the Effective Time and including any such threatened or actual claim, action, suit, proceeding or investigation is commenced based in whole or instituted against any Indemnified Party (whether in part on, or arising before in whole or after the Effective Time)in part out of, or pertaining to (i) the fact that he or she is or was a director, officer or employee of VFSC, any of VFSC's Subsidiaries or any of their respective predecessors or was prior to the Effective Time serving at the request of any such party as a director, officer, employee, fiduciary or agent of another corporation, partnership, trust or other enterprise, or (ii) this Agreement, the VFSC Stock Option Agreement, the Bank Merger Agreements, or any of the transactions contemplated hereby or thereby and all actions taken by an Indemnified Party in connection herewith or therewith), and the Indemnified Parties may retain counsel after consultation with Xxxxxxxxxx; provided, however, that (1) Xxxxxxxxxx shall have the right to assume the defense thereof and upon such assumption Xxxxxxxxxx shall not be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by any Indemnified Party in connection with the defense thereof, except that if Chittenden elects not to assume such defense, or counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are or may be (whether or not any have yet actually arisen) issues which raise conflicts of interest between Xxxxxxxxxx and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them them, and the Company (or satisfactory to them and CSLC and the Surviving Entity after the Effective Time); (ii) the Company (or after the Effective Time, CSLC and the Surviving Entity) Xxxxxxxxxx shall pay all the reasonable fees and expenses of such counsel for the Indemnified Parties, (2) Xxxxxxxxxx shall be obligated pursuant to this paragraph to pay for only one firm of counsel for all Indemnified Parties promptly as reasonably itemized statements therefor are received; and unless such counsel shall determine that it would be inappropriate or inadvisable for such counsel to represent all Indemnified Parties, (iii3) the Company (or after the Effective Time, CSLC and the Surviving Entity) Xxxxxxxxxx shall use best efforts to assist in the vigorous defense of any such matter, provided that neither the Company, CSLC nor the Surviving Entity shall not be liable for any settlement of any claim effected without its prior written consent (which consent shall not be unreasonably be withheld). Any Indemnified Party electing to claim indemnification ) and (4) Xxxxxxxxxx shall have no A-26 (b) Without limiting any of the obligations under paragraph (a) of this Section 5.97.12, upon learning Xxxxxxxxxx agrees that all rights to indemnification and all limitations of liability existing in favor of the Indemnified Parties as provided in VFSC's charter or bylaws or in the similar governing documents of any such Action, shall promptly notify of VFSC's Subsidiaries as in effect as of the Company, CSLC date hereof with respect to matters occurring on or the Surviving Entity of such election (but the failure so to notify the Company shall not relieve it from any liability which it may have under this Section 5.9, except prior to the extent such failure materially prejudices it or if it otherwise forfeits substantive rights and defenses as a result of such failure), Effective Time shall survive the Merger and shall deliver to the Company (or continue in full force and effect, without any amendment thereto, from and after the Effective Time; provided, however, that nothing contained in this Section 7.12(b) shall be deemed to CSLC preclude the liquidation, consolidation or merger of VFSC or any VFSC Subsidiary, in which case all of such rights to indemnification and limitations on liability shall be deemed to so survive and continue notwithstanding any such liquidation, consolidation or merger and shall constitute rights which may be asserted against Xxxxxxxxxx. Nothing contained in this Section 7.12(b) shall be deemed to preclude any rights to indemnification or limitations on liability provided in VFSC's charter or the Surviving Entity) the undertaking contemplated by applicable law. The Indemnified Parties as a group may retain only one firm similar governing documents of legal counsel to represent them any of VFSC's Subsidiaries with respect to each matters occurring subsequent to the Effective Time to the extent that the provisions establishing such matter unless there is, under applicable standards of professional conduct, a conflict in respect of any significant issue between rights or limitations are not otherwise amended to the positions of any two or more Indemnified Partiescontrary. (bc) For Xxxxxxxxxx shall use its best efforts to cause the persons serving as officers and directors of VFSC immediately prior to the Effective Time to be covered for a period of seven six (6) years after from the Effective Time, CSLC shall cause to be maintained in effect Time by the current policies of directors' and officers' liability insurance policy maintained by the Company and its Subsidiaries VFSC (provided that CSLC Xxxxxxxxxx may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no not less advantageousadvantageous to such directors and officers of VFSC than the terms and conditions of such existing policy) with respect to claims arising from facts acts or events which occurred before omissions occurring prior to the Effective Time which were committed by such officers and directors in their capacity as such. (d) In the event Xxxxxxxxxx or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, to the extent available on commercially reasonable terms; providednecessary, however, proper provision shall be made so that CSLC the successors and assigns of Xxxxxxxxxx shall not be obligated to incur assume the obligations set forth in excess of $400,000 in the aggregate under this Section 5.9(b)7.12. (ce) The provisions of this Section 5.9 7.12 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, Party and his or her heirs and his representatives.

Indemnification; Directors’ and Officers’ Insurance. (a) The For a period of six years after the Effective Time, the provisions with respect to indemnification, exculpation and advancement of expenses set forth in Article V of the restated certificate of incorporation of the Company shallas in effect on the date of this Agreement (a true, correct and from complete copy of which has been made available to Parent), shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directors or officers of the Company in respect of actions or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), unless such modification is required by law. (b) From and after the Effective Time, CSLC and Parent shall cause the Surviving Entity shall, Corporation and its successors to indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date hereof has been or who becomes prior to the Effective Time, an officer, officer or director or employee of the Company or any of its Subsidiaries (the "Indemnified Covered Parties") from and against (i) all losses, claims, damages, costs, expenses (including reasonable attorneys' fees and expenses), liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not be unreasonably be withheldwithheld or delayed) of or incurred in connection with any claim, threatened or actual action, suit, proceeding, case suit or investigation ("Action") proceeding based in whole or in part on or arising in whole or in part out of or in connection with the fact that such person is or was a director, director or officer or employee of the Company or any Subsidiary, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, at or after the Effective Time ("Indemnified Liabilities") and (ii) ), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of of, this Agreement or in connection with this Agreement, the Merger or any of the transactions contemplated hereby or therebyhereby, in each case case, to the fullest full extent that a corporation is permitted under applicable law the DGCL to indemnify its own directors, officers and employees, as the case may be and CSLC and the Surviving Entitydirectors or officers, as the case may be, shall pay expenses in advance of . In the final disposition of any such action or proceeding to each Indemnified Party to the fullest extent permitted under applicable law upon receipt of any undertaking contemplated by applicable law. Without limiting the foregoing, if event any such claim, action, suit, proceeding or investigation is commenced or instituted brought against any Indemnified Party (whether arising before or after Covered Party, the Effective Time)indemnifying party shall assume and direct all aspects of the defense thereof, (i) the Indemnified Parties may retain counsel satisfactory to them including settlement, and the Company (or satisfactory to them and CSLC and the Surviving Entity after the Effective Time); (ii) the Company (or after the Effective Time, CSLC and the Surviving Entity) Covered Party shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as reasonably itemized statements therefor are received; and (iii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall use best efforts to assist cooperate in the vigorous defense of any such matter. The Covered Party shall have a right to participate in (but not control) the defense of any such matter with its own counsel and at its own expense. Notwithstanding the right of the indemnifying party to assume and control the defense of such litigation, provided claim or proceeding, such Covered Party shall have the right to employ separate counsel and to participate in the defense of such litigation, claim or proceeding, and the indemnifying party shall bear the fees, costs and expenses of such separate counsel and shall pay such fees, costs and expenses promptly after receipt of an invoice from such Covered Party if (i) the use of counsel chosen by the indemnifying party to represent such Covered Party would present such counsel with a conflict of interest, (ii) the defendants in, or targets of, any such litigation, claim or proceeding shall have been advised by counsel that neither there may be legal defenses available to it or to other Covered Parties which are different from or in addition to those available to the Companyindemnifying party, CSLC nor or (iii) the Surviving Entity indemnifying party shall not have employed counsel satisfactory to such Covered Party, in the exercise of the Covered Party's reasonable judgment, to represent such Covered Party within a reasonable time after notice of the institution of such litigation, claim or proceeding. The indemnifying party shall not settle any such matter unless (i) the Covered Party gives prior written consent, which shall not be unreasonably withheld or delayed, or (ii) the terms of the settlement provide that the Covered Party shall have no responsibility for the discharge of any settlement amount and impose no other obligations or duties on the Covered Party, and the settlement discharges all rights against Covered Party with respect to such matter. In no event shall the indemnifying party be liable for any settlement of any claim effected without its prior written consent (which consent shall not unreasonably be withheld)consent. Any Indemnified Covered Party electing wishing to claim indemnification under this Section 5.96.08(b), upon learning of any such Actionclaim, action, suit, proceeding or investigation, shall promptly notify the Company, CSLC or Parent and the Surviving Entity of such election Corporation (but the failure so to notify the Company shall not relieve it the indemnifying party from any liability which it may have under this Section 5.96.08(b), except to the extent such failure materially prejudices it or if it otherwise forfeits substantive rights and defenses as a result of such failureindemnifying party), and shall deliver to the Company (or after the Effective Time, to CSLC Parent and the Surviving Entity) Corporation the undertaking contemplated by applicable lawSection 145(e) of the DGCL. The Indemnified Covered Parties as a group may retain only will be represented by a single law firm (plus no more than one firm of legal local counsel to represent them in any jurisdiction) with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict in respect of on any significant issue between the positions of any two or more Indemnified Covered Parties. (b. The rights to indemnification under this Section 6.08(b) For shall continue in full force and effect for a period of seven six years after the Effective Time, CSLC shall cause to be maintained in effect the current policies of directors' and officers' liability insurance maintained by the Company and its Subsidiaries (provided that CSLC may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous) with respect to claims arising from facts or events which occurred before the Effective Time to the extent available on commercially reasonable terms; provided, however, that CSLC shall not be obligated to incur in excess of $400,000 in the aggregate under this Section 5.9(b). (c) The provisions of this Section 5.9 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his heirs and his representatives.the

Indemnification; Directors’ and Officers’ Insurance. (a) The Company shall, and Until six years from and after the Effective Time, CSLC unless otherwise required by Law, the Certificate of Incorporation and By-laws of the Surviving Corporation shall contain provisions no less favorable with respect to the elimination of liability of directors and the indemnification of (and advancement of expenses to) directors, officers, employees and agents than as are set forth in the certificate of incorporation and by-laws of the Company, as in effect on the date hereof. (b) As of the Effective Time and for a period of not less than six years thereafter, Parent and the Surviving Entity Corporation shall, jointly and severally, indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date hereof has been of this Agreement or who becomes prior to the Effective Time, an officer, director director, employee or employee agent of the Company or any of its Subsidiaries (collectively, the "Indemnified Parties") from and against (i) all losses, reasonable expenses (including reasonable attorneys' fees), claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not unreasonably be withheld) of of, or otherwise in connection with with, any threatened or actual claim, action, suit, proceeding, case proceeding or investigation (a "ActionClaim") ), based in whole or in part on or arising in whole or in part out of or in connection with the fact that such person the Indemnified Party is or was a director, officer officer, employee or employee agent of the Company or any Subsidiary, whether and pertaining to any matter existing or arising out of actions or omissions occurring at or prior to the Effective Time and (including, without limitation, any Claim arising out of this Agreement or any of the transactions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time ("Indemnified Liabilities") and (ii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of or in connection with this Agreement, the Merger or any of the transactions contemplated hereby or therebyTime, in each case to the fullest extent a corporation is permitted under applicable law to indemnify its own directorsDelaware law, officers and employeesshall pay any expenses, as the case may be and CSLC and the Surviving Entityincurred, as the case may be, shall pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the fullest extent permitted under applicable law upon receipt of any undertaking contemplated by applicable Delaware law. Without limiting the foregoing, if in the event any such claim, action, suit, proceeding or investigation Claim is commenced or instituted brought against any of the Indemnified Party (whether arising before or after the Effective Time)Parties, (i) the such Indemnified Parties may retain counsel (including local counsel) satisfactory to them and the Company (or which shall be reasonably satisfactory to them and CSLC Parent and the Surviving Entity after the Effective Time); (ii) the Company (or after the Effective Time, CSLC Corporation and the Surviving Entity) Corporation shall pay pay, jointly and severally, all reasonable fees and expenses of such counsel for the such Indemnified Parties promptly as reasonably itemized statements therefor are receivedParties; and (iiiii) the Company (or after the Effective Time, CSLC and the Surviving Entity) Corporation shall use best all reasonable efforts to assist in the vigorous defense of any such matterClaim, provided that neither the Company, CSLC nor the Surviving Entity Corporation shall not be liable for any settlement of any claim effected without its written consent (consent, which consent consent, however, shall not be unreasonably withheld. Notwithstanding the foregoing, nothing contained in this Section 6.5 shall be withheld). Any deemed to grant any right to any Indemnified Party electing which is not permitted to claim indemnification be granted to an officer, director, employee or agent of the Company under this Section 5.9Delaware law, upon learning of any assuming for such Action, shall promptly notify purposes that the Company, CSLC or 's certificate of incorporation and by-laws provide for the Surviving Entity of such election (but the failure so to notify the Company shall not relieve it from any liability which it may have under this Section 5.9, except to the extent such failure materially prejudices it or if it otherwise forfeits substantive rights and defenses as a result of such failure), and shall deliver to the Company (or after the Effective Time, to CSLC and the Surviving Entity) the undertaking contemplated maximum indemnification permitted by applicable law. The Indemnified Parties as a group may retain only one firm of legal counsel to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict in respect of any significant issue between the positions of any two or more Indemnified Parties. (bc) For a period of seven years after the Effective Time, CSLC shall Parent will cause to be maintained in effect for a period of not less than six years from the Effective Time the Company's current policies of directors' and officers' liability insurance maintained by and indemnification policy to the Company and its Subsidiaries (provided extent that CSLC may substitute therefor policies of at least the same it provides coverage and amounts containing terms and conditions which are no less advantageous) with respect for events occurring prior to claims arising from facts or events which occurred before the Effective Time ("D&O Insurance") for all persons who are directors and officers of the Company on the date of this Agreement and for all former directors and officers of the Company, so long as the annual premium therefor would not be in excess of 125% of the last annual premium therefor paid prior to the extent available on commercially reasonable termsdate of this Agreement (the "Maximum Premium"); provided, however, that CSLC shall Parent may, in lieu of maintaining such existing D&O Insurance as provided above, cause coverage to be provided under any policy maintained for the benefit of Parent or any of its affiliates, so long as the terms thereof are no less advantageous to the intended beneficiaries thereof than the existing D&O Insurance. If the existing D&O Insurance expires, is terminated or canceled during such six-year period, Parent will use all reasonable efforts to cause to be obtained as much D&O Insurance as can be obtained for the remainder of such period for an annualized premium not be obligated to incur in excess of the Maximum Premium, on terms and conditions no less advantageous to the covered persons than the existing D&O Insurance. The Company represents to Parent that the Maximum Premium is $400,000 in the aggregate under this Section 5.9(b)78,489. (c) The provisions of this Section 5.9 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his heirs and his representatives.

Indemnification; Directors’ and Officers’ Insurance. (a) The For a period of four years after the Effective Time, the provisions with respect to indemnification set forth in the certificate of incorporation and bylaws of Purchaser as in effect on the date of this Agreement (true, correct and complete copies of which have been provided to Company) shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directors or officers of Company shallin respect of actions or omissions occurring at or prior to the Effective Time (including without limitation the transactions contemplated by this Agreement), and from unless such modification is required by law. (b) From and after the Effective Time, CSLC and Parent shall, or shall cause the Surviving Entity shallCorporation to, indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date hereof has been or who becomes prior to the Effective Time, an officer, officer or director or employee of the Company or any of its Subsidiaries (the "Indemnified Parties") from and against (i) all losses, claims, damages, costs, expenses (including reasonable attorneys' fees and expenses), liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not be unreasonably be withheld) of or incurred in connection with any claim, threatened or actual action, suit, proceeding, case suit or investigation ("Action") proceeding based in whole or in part on or arising in whole or in part out of or in connection with the fact that such person is or was a director, director or officer or employee of the Company or any Subsidiary, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, at or after the Effective Time ("Indemnified Liabilities") and (ii) ), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of of, this Agreement or in connection with this Agreement, the Merger or any of the transactions contemplated hereby or therebyhereby, in each case case, to the fullest full extent that a corporation is permitted under applicable law the DGCL to indemnify its own directors, officers and employees, as the case may be and CSLC and the Surviving Entitydirectors or officers, as the case may be, shall pay expenses in advance of . In the final disposition of any such action or proceeding to each Indemnified Party to the fullest extent permitted under applicable law upon receipt of any undertaking contemplated by applicable law. Without limiting the foregoing, if event any such claim, action, suit, proceeding or investigation is commenced or instituted brought against any Indemnified Party (whether arising before or after Party, the Effective Time)indemnifying party shall assume and direct all aspects of the defense thereof, (i) including settlement, and the Indemnified Parties may retain counsel satisfactory to them and the Company (or satisfactory to them and CSLC and the Surviving Entity after the Effective Time); (ii) the Company (or after the Effective Time, CSLC and the Surviving Entity) Party shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as reasonably itemized statements therefor are received; and (iii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall use best efforts to assist cooperate in the vigorous defense of any such matter. The Indemnified Party shall have a right to participate in (but not control) the defense of any such matter with its own counsel and at its own expense. The indemnifying party shall not settle any such matter unless (i) the Indemnified Party gives prior written consent, provided which shall not be unreasonably withheld, or (ii) the terms of the settlement provide that neither the Company, CSLC nor Indemnified Party shall have no responsibility for the Surviving Entity discharge of any settlement amount and impose no other obligations or duties on the Indemnified Party and the settlement discharges all rights against Indemnified Party with respect to such matter. In no event shall the indemnifying party be liable for any settlement of any claim effected without its prior written consent (which consent shall not unreasonably be withheld)consent. Any Indemnified Party electing wishing to claim indemnification under this Section 5.96.8(b), upon learning of any such Actionclaim, action, suit, proceeding or investigation, shall promptly notify the Company, CSLC or Parent and the Surviving Entity of such election Corporation (but the failure so to notify the Company shall not relieve it the indemnifying party from any liability which it may have under this Section 5.9, 6.8(b) except to the extent such failure materially prejudices it or if it otherwise forfeits substantive rights and defenses as a result of such failureindemnifying party), and shall deliver to the Company (or after the Effective Time, to CSLC Parent and the Surviving Entity) Corporation the undertaking contemplated by applicable lawSection 145(e) of the DGCL. The Indemnified Parties as a group may retain only one will be represented by a single law firm of legal counsel to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict in respect of on any significant issue between the positions of any two or more Indemnified Parties. (b. The rights to indemnification under this Section 6.8(b) For shall continue in full force and effect for a period of seven four years after from the Effective Time, CSLC shall cause to be maintained in effect the current policies of directors' and officers' liability insurance maintained by the Company and its Subsidiaries (provided that CSLC may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous) with respect to claims arising from facts or events which occurred before the Effective Time to the extent available on commercially reasonable terms; provided, however, that CSLC all rights to indemnification in respect of any Indemnified Liabilities asserted or made within such period shall not be obligated to incur in excess continue until the disposition of $400,000 in the aggregate under this Section 5.9(b)such Indemnified Liabilities. (c) The provisions of this Section 5.9 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his heirs and his representatives.

Indemnification; Directors’ and Officers’ Insurance. (a) The Company shall, and from From and after the Effective Time, CSLC and Parent shall cause the Surviving Entity shall, Corporation to indemnify, defend and hold harmless each person who is now, or at any time prior to the date hereof has been or who becomes prior to the Effective Time, an present and former officer, director Director or employee of the Company or any of its Subsidiaries subsidiaries and any fiduciary under any Company Plan (in each case, when acting in such capacity), determined as of the Effective Time (the "“Indemnified Parties") from ”), against any costs or expenses (including reasonable attorneys’ fees and against (i) all disbursements), judgments, fines, losses, claims, damages, costs, expenses, damages or liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not unreasonably be withheld) of or incurred in connection with any claimActions, actioninquiries or investigations (whether civil, suitcriminal, proceedingadministrative or investigative), case or investigation ("Action") based in whole or in part on or arising in whole or in part out of or in connection with pertaining to (i) the fact that such person the Indemnified Party is or was a directoran officer, officer Director, employee, fiduciary or employee agent of the Company or any Subsidiary, whether pertaining to any matter of its subsidiaries or (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby) whether asserted or claimed prior to, at or after the Effective Time ("Indemnified Liabilities"a “Proceeding”) and (ii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of or in connection with this Agreement, the Merger or any of the transactions contemplated hereby or thereby, in each case to the fullest extent a corporation is permitted under applicable law to indemnify its own directors, officers and employees, as the case may be and CSLC and the Surviving Entity, as the case may be, shall pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the fullest extent permitted under by applicable law upon Law (and the Surviving Corporation within ten (10) business days of receipt by Parent from the Indemnified Party of a request therefor, shall advance reasonable expenses in connection with any Proceeding as incurred to the fullest extent permitted by applicable Law; provided that the person to whom expenses are advanced provides an undertaking, if and only to the extent required by applicable Law, to repay such advances if it is ultimately determined that such person is not entitled to indemnification). In the event of any undertaking contemplated Proceeding, (x) neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any Action (and in which indemnification could be sought by applicable lawIndemnified Parties hereunder), whether pending or threatened, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Action or such Indemnified Party otherwise consents, and (y) the Surviving Corporation shall cooperate in the defense of such matter. Without limiting For the foregoingavoidance of doubt, if the parties agree that this Section 6.7 does not purport to limit any such claim, action, suit, proceeding or investigation is commenced or instituted against rights that any Indemnified Party (whether arising before or after the Effective Time), (i) the Indemnified Parties may retain counsel satisfactory to them and the Company (or satisfactory to them and CSLC and the Surviving Entity after the Effective Time); (ii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as reasonably itemized statements therefor are received; and (iii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall use best efforts to assist in the vigorous defense of any such matter, provided that neither the Company, CSLC nor the Surviving Entity shall be liable for any settlement of any claim effected without its written consent (which consent shall not unreasonably be withheld). Any Indemnified Party electing to claim indemnification under this Section 5.9, upon learning of any such Action, shall promptly notify the Company, CSLC or the Surviving Entity of such election (but the failure so to notify the Company shall not relieve it from any liability which it may have under this Section 5.9, except to the extent such failure materially prejudices it any employment agreement or if it otherwise forfeits substantive rights and defenses as a result of such failure), and shall deliver to the Company (or after the Effective Time, to CSLC and the Surviving Entity) the undertaking contemplated by applicable law. The Indemnified Parties as a group may retain only one firm of legal counsel to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict in respect of any significant issue between the positions of any two or more Indemnified PartiesPlan. (b) For The certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of former or present Directors and officers than are set forth in the Company’s Certificate of Incorporation and Bylaws, which provisions shall not be amended, repealed or otherwise modified for a period of seven six (6) years after from the Effective Time in any manner that would adversely affect the rights thereunder of any such individuals. (c) Prior to the Effective Time, CSLC the Company shall (and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to) obtain and fully pay, at no expense to be maintained in effect the beneficiaries, for “tail” insurance policies with a claims period of at least six (6) years from and after the Effective Time from an insurance carrier with the same or better credit rating as the Company’s current policies of directors' insurance carrier with respect to Directors’ and officers' ’ liability insurance maintained and fiduciary liability insurance (collectively, “D&O Insurance”), for the persons who are covered by the Company’s existing D&O Insurance, with terms, conditions, retentions and levels of coverage at least as favorable as the Company’s existing D&O Insurance with respect to matters existing or occurring at or prior to the Effective Time (including in connection with this Agreement or the transactions or actions contemplated hereby), and Parent shall cause the Surviving Corporation to maintain such D&O Insurance in full force and effect for their full terms. If the Company and the Surviving Corporation for any reason fail to obtain such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, continue to maintain in effect, at no expense to the beneficiaries, for a period of at least six years from and after the Effective Time for the persons who are covered by the Company’s D&O Insurance in place as of the date of this Agreement with terms, conditions, retentions and levels of coverage at least as favorable as provided in the Company’s existing policies as of the date of this Agreement, or, if such insurance is unavailable, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, purchase the best available D&O Insurance for such six-year period from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to the Company’s existing D&O Insurance with terms, conditions, retentions and with levels of coverage at least as favorable as provided in the Company’s existing policies as of the date of this Agreement. Notwithstanding anything in the foregoing, in no event shall Parent or the Surviving Corporation be required to expend for such policies an annual premium amount in excess of 300% of the annual premiums currently paid by the Company for such insurance; and its Subsidiaries (provided that CSLC may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous) with respect to claims arising from facts or events which occurred before the Effective Time to the extent available on commercially reasonable terms; provided, howeverfurther, that CSLC if the annual premiums of such insurance coverage exceed such amount, the Surviving Corporation shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (d) If Parent or the Surviving Corporation or any of their respective successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be obligated the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or a majority of its properties and assets to incur any individual, corporation or other entity, then, and in excess each such case, proper provisions shall be made so that the successors and assigns of $400,000 Parent or the Surviving Corporation shall assume all of the obligations set forth in the aggregate under Section 6.6 and this Section 5.9(b)6.7. (ce) The provisions of this Section 5.9 6.7 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified PartyParties and their respective successors, his heirs and his representativeslegal Representatives, shall be binding on all successors and assigns of Parent and the Surviving Corporation and shall not be amended in any matter that is adverse to the Indemnified Parties (including their successors, heirs and legal Representatives) without the consent of the Indemnified Party (including the successors, heirs and legal Representatives) affected thereby. (f) The rights of the Indemnified Parties under this Section 6.7 shall be in addition to any rights such Indemnified Parties may have under the certificate of incorporation or bylaws of the Company or any of its subsidiaries, or under any applicable Contracts or laws, and Parent shall, and shall cause the Surviving Corporation to, honor and perform under all indemnification agreements entered into by the Company or any of its subsidiaries.

Indemnification; Directors’ and Officers’ Insurance. (a) The Without limiting any additional rights that any director, officer, trustee, employee, agent, or fiduciary may have under any employment or indemnification agreement or under the Company’s Organizational Documents, or, if applicable, the Company shallSubsidiaries’ Organizational Documents, and from and for a period of six (6) years after the Effective Time, CSLC Parent shall, and shall cause the Surviving Entity shall, indemnify, defend Corporation to: (i) indemnify and hold harmless each person who is now, or has been or becomes at any time prior to the date hereof has been or who becomes prior to the Effective Time, an officer, officer or director or employee of the Company or any Company Subsidiary and also with respect to any such Person, by reason of its Subsidiaries the fact such Person is or was a director, officer, employee, member, trustee or fiduciary of another corporation, foundation, partnership, joint venture, trust, pension or other Benefit Plan or enterprise (regardless of whether such other entity or enterprise is affiliated with the "Company) serving at the request of or on behalf of the Company or any Company Subsidiary and together with such Person’s heirs, executors or administrators (collectively, the “Indemnified Parties"”) from to the fullest extent authorized or permitted by, and against (i) all subject to the conditions and procedures set forth in, applicable Law in connection with any Proceeding and any losses, claims, damages, liabilities, costs, expensesIndemnification Expenses, liabilities or judgments or Judgments, fines, penalties and amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not unreasonably be withheld) of including all interest, assessments and other charges paid or payable in connection with any claim, action, suit, proceeding, case or investigation ("Action") based in whole or in part on or arising in whole or in part out respect of or in connection with the fact that such person is or was a director, officer or employee of the Company or any Subsidiary, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, at or after the Effective Time ("Indemnified Liabilities"thereof) resulting therefrom; and (ii) all Indemnified Liabilities based in whole or in part onpromptly pay on behalf of or, or arising in whole or in part out of or in connection with this Agreementwithin ten (10) days after any request for advancement, the Merger or any advance to each of the transactions contemplated hereby Indemnified Parties, any Indemnification Expenses incurred in defending, serving as a witness with respect to or thereby, in each case otherwise participating with respect to the fullest extent a corporation is permitted under applicable law to indemnify its own directors, officers and employees, as the case may be and CSLC and the Surviving Entity, as the case may be, shall pay expenses any Proceeding in advance of the final disposition of such Proceeding, including payment on behalf of or advancement to the Indemnified Party of any Indemnification Expenses incurred by such action Indemnified Party in connection with enforcing any rights with respect to such indemnification or proceeding advancement, in each case without the requirement of any bond or other security ; provided, however, that, to each the extent required by applicable Law, the payment of any Indemnification Expenses incurred by an Indemnified Party in advance of the final disposition of a Proceeding shall be made only upon delivery to the Surviving Corporation of an undertaking by or on behalf of such Indemnified Party to repay all amounts so paid in advance if it shall ultimately be determined that such Indemnified Party is not entitled to be indemnified. The indemnification and advancement obligations of the fullest extent permitted under applicable law upon receipt Surviving Corporation pursuant to this Section 6.11 extend to acts or omissions occurring at or before the Effective Time and any Proceeding relating thereto (including with respect to any acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Transactions, including the consideration and approval thereof and the process undertaken in connection therewith and any undertaking contemplated by applicable law. Without limiting the foregoingProceeding relating thereto), if any such claim, action, suit, proceeding or investigation is commenced or instituted against and all rights to indemnification and advancement conferred hereunder continue as to any Indemnified Party (whether arising before who has ceased to be a director or officer of the Company or any Company Subsidiary after the Effective Time), (i) date of this Agreement and inure to the Indemnified Parties may retain counsel satisfactory to them and the Company (or satisfactory to them and CSLC and the Surviving Entity after the Effective Time); (ii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall pay all reasonable fees and expenses benefit of such counsel for the Indemnified Parties promptly as reasonably itemized statements therefor are received; person’s heirs, executors and (iii) the Company (or after the Effective Time, CSLC personal and the Surviving Entity) shall use best efforts to assist in the vigorous defense of any such matter, provided that neither the Company, CSLC nor the Surviving Entity shall be liable for any settlement of any claim effected without its written consent (which consent shall not unreasonably be withheld)legal representatives. Any Indemnified Party electing wishing to claim indemnification or advancement of expenses under this Section 5.96.11(a), upon learning of any such ActionProceeding, shall promptly notify the Company, CSLC or the Surviving Entity of such election Corporation in writing (but the failure so to notify the Company shall not relieve it a party from any liability which obligations that it may have under this Section 5.96.11(a), except to the extent such failure materially prejudices it or if it otherwise forfeits substantive rights and defenses as a result of such failure), and shall deliver to the Company (or after the Effective Time, to CSLC and the Surviving Entity) the undertaking contemplated by applicable law. The Indemnified Parties as a group may retain only one firm of legal counsel to represent them party’s position with respect to each such matter unless there isclaims). As used in this Section 6.11: the term “Indemnification Expenses” means reasonable and documented out-of-pocket attorneys’ fees and expenses and all other reasonable and documented out-of-pocket costs, under applicable standards expenses and obligations (including experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Proceeding for which indemnification is required to be provided pursuant to this Section 6.11(a), including any Proceeding relating to a claim for indemnification or advancement brought by an Indemnified Party. Neither Parent nor the Surviving Corporation will settle, compromise or consent to the entry of professional conduct, a conflict any Judgment in any actual or threatened Proceeding in respect of any significant issue between the positions which indemnification has been sought by such Indemnified Party hereunder unless such settlement, compromise or Judgment includes an unconditional release of any two such Indemnified Party from all liability arising out of such Proceeding without admission or more finding of wrongdoing, or such Indemnified PartiesParty otherwise consents thereto. (b) For a period of seven years after the Effective Time, CSLC shall cause to be maintained in effect the current policies of directors' and officers' liability insurance maintained by the Company and its Subsidiaries (provided that CSLC may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous) with respect to claims arising from facts or events which occurred before the Effective Time to the extent available on commercially reasonable terms; provided, however, that CSLC shall not be obligated to incur in excess of $400,000 in the aggregate under this Section 5.9(b). (c) The provisions of this Section 5.9 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his heirs and his representatives.

Indemnification; Directors’ and Officers’ Insurance. (a) The Company shallWithout limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement in effect on the date hereof or otherwise, and from and after the Effective Time, CSLC Parent and the Surviving Entity Corporation shall, jointly and severally, indemnify, defend and hold harmless each person Person who is now, or has been at any time prior to the date hereof has been of this Agreement or who becomes prior to the Effective Time, an officera director, director officer or employee of the Company or any of its Subsidiaries or who acts as a fiduciary under any Company Plan, in each case, when acting in such capacity (the "“Indemnified Parties"Persons”) from and against (i) all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not unreasonably be withheld) settlement, of or incurred in connection with any claimthreatened or actual Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, action, suit, proceeding, case or investigation ("Action") based in whole or in part part, on or arising arising, in whole or in part part, out of or in connection with the fact that such person Person is or was a director, officer or employee of the Company or any Subsidiaryof its Subsidiaries, a fiduciary under any Company Plan or is or was serving at the request of the Company or any of its Subsidiaries as a director, officer, employee or fiduciary of another corporation, partnership, limited liability company, joint venture, Employee Benefit Plan, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any matter act or omission occurring or existing prior to, at, or occurring at or prior to after the Effective Time and whether asserted or claimed prior to, at or after the Effective Time ("“Indemnified Liabilities") and (ii) ”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of of, or in connection with pertaining to, this Agreement, Agreement or the Merger or any of the transactions contemplated hereby or therebyTransactions, in each case to the fullest extent a corporation is permitted under applicable law to indemnify its own directors, officers Law (and employees, as the case may be and CSLC Parent and the Surviving EntityCorporation shall, as the case may bejointly and severally, shall pay expenses incurred in connection therewith in advance of the final disposition of any such action or proceeding Proceeding to each Indemnified Party Person to the fullest extent permitted under applicable law upon receipt of any undertaking contemplated by applicable lawLaw). Without limiting the foregoing, if in the event any such claim, action, suit, proceeding Proceeding is brought or investigation is commenced or instituted threatened to be brought against any Indemnified Party Persons (whether arising before or after the Effective Time), (i) the Indemnified Parties Persons may retain the Company’s regularly engaged legal counsel or other counsel satisfactory to them them, and the Company (or satisfactory to them and CSLC Parent and the Surviving Entity after the Effective Time); (ii) the Company (or after the Effective Time, CSLC and the Surviving Entity) Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties Persons as promptly as reasonably itemized statements therefor are received; , and (iiiii) the Company (or after the Effective Time, CSLC Parent and the Surviving Entity) Corporation shall use its best efforts to assist in the vigorous defense of any such matter, provided that neither the Company, CSLC nor the Surviving Entity shall be liable for any settlement of any claim effected without its written consent (which consent shall not unreasonably be withheld). Any Indemnified Party electing Person wishing to claim indemnification or advancement of expenses under this Section 5.96.10, upon learning of any such ActionProceeding, shall promptly notify the Company, CSLC or the Surviving Entity of such election Corporation (but the failure so to notify the Company shall not relieve it a Party from any liability which obligations that it may have under this Section 5.9, 6.10 except to the extent such failure materially prejudices it such Party’s position with respect to such claims). With respect to any determination of whether any Indemnified Person is entitled to indemnification by Parent or if it otherwise forfeits substantive rights Surviving Corporation under this Section 6.10, such Indemnified Person shall have the right, as contemplated by the DGCL, to require that such determination be made by special, independent legal counsel selected by the Indemnified Person and defenses approved by Parent or Surviving Corporation, as a result of such failureapplicable (which approval shall not be unreasonably withheld or delayed), and who has not otherwise performed material services for Parent, Surviving Corporation or the Indemnified Person within the last three years. (b) Parent and the Surviving Corporation shall deliver not amend, repeal or otherwise modify any provision in the Organizational Documents of the Surviving Corporation or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by applicable Law. Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, fulfill and honor any indemnification, expense advancement or exculpation agreements between the Company or any of its Subsidiaries and any of its directors, officers or employees existing immediately prior to the Effective Time. (c) Parent and the Surviving Corporation shall indemnify any Indemnified Person against all reasonable costs and expenses (including reasonable attorneys’ fees and expenses), such amounts to be payable in advance upon request as provided in Section 6.10(a), relating to the enforcement of such Indemnified Person’s rights under this Section 6.10 or under any charter, bylaw or contract regardless of whether such Indemnified Person is ultimately determined to be entitled to indemnification hereunder or thereunder. (d) Parent and the Surviving Corporation will cause to be put in place, and Parent shall fully prepay immediately prior to the Effective Time, “tail” insurance policies with a claims reporting or discovery period of at least six years from the Effective Time (the “Tail Period”) from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance (“D&O Insurance”) in an amount and scope at least as favorable as the Company’s existing policies with respect to matters, acts or omissions existing or occurring at, prior to, or after the Effective Time, to CSLC and the Surviving Entity) the undertaking contemplated by applicable law. The Indemnified Parties as a group may retain only one firm of legal counsel to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict in respect of any significant issue between the positions of any two or more Indemnified Parties. (b) For a period of seven years after the Effective Time, CSLC shall cause to be maintained in effect the current policies of directors' and officers' liability insurance maintained by the Company and its Subsidiaries (provided that CSLC may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous) with respect to claims arising from facts or events which occurred before the Effective Time to the extent available on commercially reasonable terms; provided, however, that CSLC in no event shall the aggregate cost of the D&O Insurance exceed during the Tail Period 300% of the current aggregate annual premium paid by the Company for such purpose; and provided, further, that if the cost of such insurance coverage exceeds such amount, the Surviving Corporation shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (e) In the event that Parent, the Surviving Corporation or any of their Subsidiaries or any of their respective successors or assignees (i) consolidates with or merges into any other Person and shall not be obligated the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to incur any Person, then, in excess each such case, proper provisions shall be made so that the successors and assigns of $400,000 Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 6.10. Parent and the aggregate Surviving Corporation shall not sell, transfer, distribute or otherwise dispose of any of their assets in a manner that would reasonably be expected to render Parent or Surviving Corporation unable to satisfy their obligations under this Section 5.9(b). (c) 6.10. The provisions of this Section 5.9 6.10 are intended to be for the benefit of, and shall be enforceable by, the Parties and each Indemnified PartyPerson entitled to indemnification or insurance coverage or expense advancement pursuant to this Section 6.10, and his heirs and his representativesRepresentatives. The rights of the Indemnified Persons under this Section 6.10 are in addition to any rights such Indemnified Persons may have under the Organizational Documents of the Company or any of its Subsidiaries, or under any applicable contracts or Law. Parent and the Surviving Corporation shall pay all expenses, including attorneys’ fees, that may be incurred by any Indemnified Person in enforcing the indemnity and other obligations provided in this Section 6.10.

Indemnification; Directors’ and Officers’ Insurance. (a) The Company shall, and from From and after the Effective TimeTime through the sixth anniversary of the date on which the Effective Time occurs, CSLC each of the Parent Entities and the Surviving Entity shall, indemnify, defend Corporation will jointly and severally indemnify and hold harmless each person who is nowIndemnified Party with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or at compromise) and expenses (including fees and expenses of legal counsel) in connection with any time prior to Action or investigation (whether civil, criminal, administrative or investigative), whenever asserted, based on or arising out of, in whole or in part, (i) the date hereof has been or who becomes prior to the Effective Timefact that an Indemnified Party was a director, an officer, director employee or employee agent of the Company or any of its Subsidiaries (or a director, officer, employee, agent, trustee or fiduciary of another Person serving at the "request of the Company or any of its Subsidiaries) or (ii) acts or omissions by such Indemnified Parties"Party in the Indemnified Party’s capacity as a director, officer, employee or agent of the Company or a Subsidiary of the Company (or a director, officer, employee, agent, trustee or fiduciary of another Person serving at the request of the Company or any of its Subsidiaries) from and against or taken at the request of the Company or a Subsidiary of the Company (or any such other Person), in each case under (i) all lossesor (ii), claimsat, damagesor at any time prior to, costs, expenses, liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying party Effective Time (which approval shall not unreasonably be withheld) of or in connection with including any claim, action, suit, proceeding, case or investigation ("Action") based Action relating in whole or in part on to the Merger or arising in whole the enforcement of this provision or in part out any other indemnification or advancement right of any Indemnified Party), to the fullest extent permitted or in connection with required by applicable Law. (b) The Parent Entities guarantee, and the fact that such person is or was a directorSurviving Corporation will assume, officer or employee all obligations of the Company and any of its Subsidiaries in respect of rights of exculpation, indemnification and advancement of expenses for acts or any Subsidiary, whether pertaining to any matter existing or omissions occurring at or prior to the Effective Time and Time, whether asserted or claimed prior to, at or after the Effective Time ("Time, existing in favor of the Indemnified Liabilities") and (ii) all Indemnified Liabilities based Parties as provided in whole the respective constituent documents of the Company or any of its Subsidiaries or in part onany written Contract described on the Company Disclosure Letter or filed as an exhibit to any document filed with the SEC or available under applicable Law; provided, however, that all rights to indemnification in respect of any Action pending or arising asserted or any claim made within such period will continue until the disposition of such Action or resolution of such claim. Without limiting the foregoing, Parent, from and after the Effective Time until six years from the Effective Time, will cause, unless otherwise required by Law, the certificate of incorporation and bylaws or similar organizational documents of the Surviving Corporation and each of its Subsidiaries to contain provisions no less favorable to the Indemnified Parties with respect to limitation of liabilities of directors and officers, indemnification and advancement of expenses than are set forth as of the date of this Agreement in whole the Company’s constituent documents and/or available under applicable Law, which provisions will not be amended, repealed or otherwise modified in part out a manner that would adversely affect the rights thereunder of or the Indemnified Parties. In addition, from the Effective Time until six years from the Effective Time, Parent will, and will cause the Surviving Corporation to, advance any expenses (including fees and expenses of legal counsel) of any Indemnified Party under this Section 6.2 (including in connection with enforcing the indemnity and other obligations referred to in this Agreement, the Merger or any of the transactions contemplated hereby or thereby, in each case to the fullest extent a corporation is permitted under applicable law to indemnify its own directors, officers and employees, Section 6.2) as the case may be and CSLC and the Surviving Entity, as the case may be, shall pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party incurred to the fullest extent permitted under applicable law upon receipt of any undertaking contemplated by applicable law. Without limiting the foregoing, if any such claim, action, suit, proceeding or investigation is commenced or instituted against any Indemnified Party (whether arising before or after the Effective Time), (i) the Indemnified Parties may retain counsel satisfactory to them and the Company (or satisfactory to them and CSLC and the Surviving Entity after the Effective Time); (ii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as reasonably itemized statements therefor are received; and (iii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall use best efforts to assist in the vigorous defense of any such matterLaw, provided that neither the Company, CSLC nor the Surviving Entity individual to whom expenses are advanced provides an undertaking to repay such advances if it shall be liable for any settlement determined by a final, nonappealable judgment of any claim effected without its written consent (which consent shall a court of competent jurisdiction that such person is not unreasonably entitled to be withheld). Any Indemnified Party electing indemnified pursuant to claim indemnification under this Section 5.9, upon learning of any such Action, shall promptly notify the Company, CSLC or the Surviving Entity of such election (but the failure so to notify the Company shall not relieve it from any liability which it may have under this Section 5.9, except to the extent such failure materially prejudices it or if it otherwise forfeits substantive rights and defenses as a result of such failure6.2(b), and shall deliver to the Company (or after the Effective Time, to CSLC and the Surviving Entity) the undertaking contemplated by applicable law. The Indemnified Parties as a group may retain only one firm of legal counsel to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict in respect of any significant issue between the positions of any two or more Indemnified Parties. (bc) For a period of seven six years after from the Effective Time, CSLC shall Parent will either cause to be maintained in effect the current policies of directors' ’ and officers' ’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries, or provide substitute policies or purchase or cause the Surviving Corporation to purchase, a “tail policy” with reputable insurers, in each case of at least the same coverage and scope, and in amounts, and containing terms and conditions, that are no less favorable to such individuals than such policy in effect on the date hereof, with respect to matters arising on or before the Effective Time covering without limitation the Transactions; provided, that Parent shall not be required to commit or spend on such “tail” policy, in the aggregate, more than three hundred percent (300%) of the last aggregate annual premium paid by the Company prior to the date hereof for the Company’s current policies of directors’ and officers’ liability insurance and fiduciary liability insurance (the “Base Amount”). The Company may prior to the Effective Time purchase a six-year prepaid “tail policy” on terms and conditions providing at least substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance maintained by the Company and its Subsidiaries (provided that CSLC may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous) with respect to claims arising from facts matters existing or events which occurred before occurring prior to the Effective Time to Time, covering without limitation the extent available on commercially reasonable termsTransactions; provided, however, that CSLC the Company shall not be obligated to incur in excess of $400,000 commit or spend on such “tail” policy, in the aggregate aggregate, more than the Base Amount, and if the cost of such “tail” policy would otherwise exceed the Base Amount, the Company shall be permitted to purchase as much coverage as reasonably practicable for the Base Amount. If such prepaid “tail policy” has been obtained by the Company, it will be deemed to satisfy all obligations to obtain insurance pursuant to this Section 6.2(c) and the Surviving Corporation will use its reasonable best efforts to cause such policy to be maintained in full force and effect, for its full term, and to honor all of its obligations thereunder. (d) From and after the Effective Time, Parent or the Surviving Corporation will have the right, but not the obligation, to assume and control the defense of any threatened or actual Action relating to any acts or omissions covered under this Section 5.9(b)6.2, provided that none of Parent or the Surviving Corporation will settle, compromise or consent to the entry of any judgment in any such Action for which indemnification has been sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of, and no admission of wrongdoing in respect of, such Action or such Indemnified Party otherwise consents in writing to such settlement, compromise or consent. Each of the Parent Entities, the Surviving Corporation and the Indemnified Parties will cooperate in the defense of any such Action and will provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (ce) The provisions of this Section 5.9 6.2 will survive the consummation of the Merger and expressly are intended to be for the benefit ofbenefit, and shall be are enforceable by, each Indemnified Party, and his or her heirs and his or her representatives, and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such individual may have under the Company’s constituent documents, by Contract or otherwise. The obligations of the Parent Entities and the Surviving Corporation under this Section 6.2 (and the “tail policy” obtained pursuant thereto) may not be terminated, canceled or modified in such a manner as to adversely affect the rights of any Indemnified Party to whom this Section 6.2 applies unless (i) such termination or modification is required by applicable Law or (ii) the affected Indemnified Party shall have consented in writing to such termination or modification (it being expressly agreed that the Indemnified Parties to whom this Section 6.2 applies will be third party beneficiaries of this Section 6.2). (f) In the event Top Parent, Parent, BBX Intermediate, the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision will be made so that the successors and assigns of Top Parent, Parent, BBX Intermediate or the Surviving Corporation, as the case may be, assume the obligations set forth in this Section 6.2.

Indemnification; Directors’ and Officers’ Insurance. (a) The Company shallIn the event of any threatened or actual claim, and from and after the Effective Timeaction, CSLC and the Surviving Entity shallsuit, indemnifyproceeding or investigation, defend and hold harmless each person whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any individual who is now, or has been at any time prior to the date hereof has been of this Agreement, or who becomes prior to the Effective Time, an officer, a director or officer or employee of NCF or any of its Subsidiaries, or who is or was serving at the Company request of NCF or any of its Subsidiaries as a director, officer, employee or agent of another person, including any entity specified in the NCF Disclosure Schedule (the "Indemnified Parties") from and against (i) all losses), claimsis, damagesor is threatened to be, costs, expenses, liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying made a party (which approval shall not unreasonably be withheld) of or in connection with any claim, action, suit, proceeding, case or investigation ("Action") based in whole or in part on or arising in whole or in part out of or in connection with the fact that such person is or was a director, officer or employee of the Company or any Subsidiary, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, at or after the Effective Time ("Indemnified Liabilities") and (ii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director, officer or employee of NCF or any of its Subsidiaries or any entity specified in connection with the NCF Disclosure Schedule or any of their respective predecessors or (ii) this Agreement, the Merger Agreement or any of the transactions contemplated hereby hereby, whether in any case asserted or therebyarising before or after the Effective Time, in each case the parties hereto agree to cooperate and use their best efforts to defend against and respond thereto. It is understood and agreed that after the Effective Time, STI shall indemnify and hold harmless, as and to the fullest extent a corporation is permitted under applicable law to indemnify its own directorsby law, officers each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorney's fees and employees, as the case may be and CSLC and the Surviving Entity, as the case may be, shall pay expenses in advance of the final disposition of any such action claim, suit, proceeding or proceeding investigation to each Indemnified Party to the fullest extent permitted under applicable by law upon receipt of any undertaking contemplated required by applicable law. Without limiting the foregoing), if judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, proceeding or investigation is commenced or instituted against any Indemnified Party (whether arising before or after the Effective Time), (i) the Indemnified Parties may retain counsel satisfactory to them and the Company (or satisfactory to them and CSLC and the Surviving Entity after the Effective Time); (ii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as reasonably itemized statements therefor are received; and (iii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall use best efforts to assist in the vigorous defense of any such matter, provided that neither the Company, CSLC nor the Surviving Entity shall be liable for any settlement of any claim effected without its written consent (which consent shall not unreasonably be withheld). Any Indemnified Party electing to claim indemnification under this Section 5.9, upon learning of any such Action, shall promptly notify the Company, CSLC or the Surviving Entity of such election (but the failure so to notify the Company shall not relieve it from any liability which it may have under this Section 5.9, except to the extent such failure materially prejudices it or if it otherwise forfeits substantive rights and defenses as a result of such failure), and shall deliver to the Company (or after the Effective Time, to CSLC and the Surviving Entity) the undertaking contemplated by applicable law. The Indemnified Parties as a group may retain only one firm of legal counsel to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict in respect of any significant issue between the positions of any two or more Indemnified Partiesinvestigation. (b) For STI shall use its reasonable best efforts to cause the individuals serving as officers and directors of NCF, its Subsidiaries or any entity specified in the NCF Disclosure Schedule immediately prior to the Effective Time to be covered for a period of seven six (6) years after from the Effective TimeTime (or the period of the applicable statute of limitations, CSLC shall cause to be maintained in effect if longer) by the current policies of directors' and officers' liability insurance policy maintained by the Company and its Subsidiaries NCF (provided that CSLC STI may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no not less advantageousadvantageous than such policy) with respect to claims arising from facts acts or events which occurred before omissions occurring prior to the Effective Time to the extent available on commercially reasonable termswhich were committed by such officers and directors in their capacity as such; provided, however, that CSLC in no event shall not STI be obligated required to incur in excess expend on an annual basis more than 250% of $400,000 in the aggregate under current amount expended by NCF (the "Insurance Amount") to maintain or procure insurance coverage, and further provided that if STI is unable to maintain or obtain the insurance called for by this Section 5.9(b)6.8(b) STI shall use all reasonable efforts to obtain as much comparable insurance as is available for the Insurance Amount. (c) In the event STI or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of STI assume the obligations set forth in this Section 6.8. (d) The provisions of this Section 5.9 6.8 shall survive the Effective Time and are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, Party and his or her heirs and his representatives.

Indemnification; Directors’ and Officers’ Insurance. (a) The Company shallIn the event of any threatened or actual claim, and from and after the Effective Timeaction, CSLC and the Surviving Entity shallsuit, indemnifyproceeding or investigation, defend and hold harmless each person whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any individual who is now, or has been at any time prior to the date hereof has been of this Agreement, or who becomes prior to the Effective Time, an officera director, director manager, officer or employee of Target or any of its Subsidiaries, or who is or was serving at the Company request of Target or any of its Subsidiaries (the "Indemnified Parties") from and against (i) all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not unreasonably be withheld) of or in connection with any claim, action, suit, proceeding, case or investigation ("Action") based in whole or in part on or arising in whole or in part out of or in connection with the fact that such person is or was as a director, officer manager, officer, employee or employee agent of another person, including any entity specified in the Company Target Disclosure Schedule (the “Indemnified Parties”), is, or any Subsidiaryis threatened to be, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, at or after the Effective Time ("Indemnified Liabilities") and (ii) all Indemnified Liabilities made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that such person is or was a director, manager, officer or employee of Target or in connection with any of its Subsidiaries or any of their predecessors or is or was serving at the request of Target or any of its Subsidiaries or any of their predecessors as a director, manager, officer, employee or agent of another person or (ii) this Agreement, the Merger Agreement or any of the transactions contemplated hereby hereby, whether in any case asserted or therebyarising before or after the Effective Time, in each case the parties hereto agree to cooperate and use their best efforts to defend against and respond thereto. From and after the Effective Time, the Surviving Corporation shall indemnify, defend and hold harmless, to the fullest extent a corporation is permitted under by applicable law to indemnify its own directorslaw, officers each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorney’s fees and employees, as the case may be court costs and CSLC and the Surviving Entity, as the case may be, shall pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the fullest extent permitted under applicable law upon receipt of any undertaking contemplated by applicable law. Without limiting the foregoing, if any such claim, action, suit, proceeding or investigation is commenced or instituted against any to each Indemnified Party upon receipt of an undertaking (whether arising before or after the Effective Timein reasonable and customary form) to repay such advances if it is ultimately determined that such Indemnified Party is not entitled to indemnification hereunder), (i) the Indemnified Parties may retain counsel satisfactory to them judgments, fines and the Company (or satisfactory to them and CSLC and the Surviving Entity after the Effective Time); (ii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as reasonably itemized statements therefor are received; and (iii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall use best efforts to assist amounts paid in the vigorous defense of settlement in connection with any such matterthreatened or actual claim, provided that neither the Companyaction, CSLC nor the Surviving Entity shall be liable for any settlement of any claim effected without its written consent (which consent shall not unreasonably be withheld). Any Indemnified Party electing to claim indemnification under this Section 5.9suit, upon learning of any such Action, shall promptly notify the Company, CSLC proceeding or the Surviving Entity of such election (but the failure so to notify the Company shall not relieve it from any liability which it may have under this Section 5.9, except to the extent such failure materially prejudices it or if it otherwise forfeits substantive rights and defenses as a result of such failure), and shall deliver to the Company (or after the Effective Time, to CSLC and the Surviving Entity) the undertaking contemplated by applicable law. The Indemnified Parties as a group may retain only one firm of legal counsel to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict in respect of any significant issue between the positions of any two or more Indemnified Partiesinvestigation. (b) For Subject to the following sentence, for a period of seven six (6) years after the Effective Time, CSLC Parent shall cause to be maintained in effect the current policies of directors' ’ and officers' ’ liability insurance maintained by the Company and its Subsidiaries Target (provided provided, that CSLC Parent may substitute therefor policies with a substantially comparable insurer of at least the same coverage and amounts containing terms and conditions which are no less advantageousadvantageous to the insured) with respect to claims against the present and former officers and directors of Target and its Subsidiaries arising from facts or events which occurred at or before the Effective Time to (including the extent available on commercially reasonable termstransactions contemplated by this Agreement); provided, however, that CSLC Parent shall not be obligated to incur expend, on an annual basis, an amount in excess of $400,000 250% of the aggregate annual premium paid as of the date hereof by Target for such insurance (the “Premium Cap”), and if such premiums for such insurance would at any time exceed the Premium Cap, then Parent shall cause to be maintained policies of insurance which provide the maximum coverage available at an annual premium equal to the Premium Cap. In lieu of the foregoing, Target, in consultation with Parent, may (and at the request of Parent, Target shall use its reasonable best efforts to) obtain at or prior to the Effective Time, at Parent’s expense, a six-year “tail” policy under Target’s existing directors’ and officers’ liability insurance policy providing equivalent coverage to that described in the aggregate under this Section 5.9(b)preceding sentence if and to the extent that the same may be obtained for an amount that, in the aggregate, does not exceed the Premium Cap. (c) In the event the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties or assets to any person, then, and in each such case, the Surviving Corporation shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation will expressly assume the obligations set forth in this Section 6.9. (d) The provisions of this Section 5.9 6.9 shall survive the Effective Time and are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, Party and his or her heirs and his representatives.

Indemnification; Directors’ and Officers’ Insurance. (a) The Company shall, and from From and after the Effective Time, CSLC and in the Surviving Entity shallevent of any claim, indemnifyaction, defend and hold harmless each suit, proceeding or investigation, whether civil, criminal or administrative, in which any person who is now, or has been at any time prior to the date hereof has been of this Agreement, or who becomes prior to the Effective Time, an officer, a director or employee officer of the Company or any of its Subsidiaries (the "“Indemnified Parties"”) from and against (i) all lossesis, claimsor is threatened to be, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying made a party (which approval shall not unreasonably be withheld) of or in connection with any claim, action, suit, proceeding, case or investigation ("Action") based in whole or in part on or arising in whole or in part out of or in connection with the fact that such person is or was a director, officer or employee of the Company or any Subsidiary, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, at or after the Effective Time ("Indemnified Liabilities") and (ii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he or she is or was a director or officer of the Company, any of its Subsidiaries or in connection with any of their respective predecessors or was prior to the Effective Time serving at the request of any such party as a director, officer, employee, trustee or partner of another corporation, partnership, trust, joint venture, employee benefit plan or other entity (a list of the directors and officers of the Company or any of its Subsidiaries who are serving, as of the date of this Agreement, in any such capacity with another corporation, partnership, trust or other enterprise, and a description of the Merger nature of such service, is set forth in Section 7.7(a) of the Company Disclosure Letter) or (ii) this Agreement, or any of the transactions contemplated hereby or therebyand all actions taken by an Indemnified Party in connection herewith, in each case in his or her capacity as a director or officer of the Company or any of its Subsidiaries, whether in any case asserted or arising before or after the Effective Time, Acquiror shall cause the Surviving Company to indemnify and hold harmless, as and to the fullest extent a corporation is provided in the certificate of incorporation and bylaws of the Company as in effect on the date of this Agreement and permitted under by applicable law to indemnify its own directorsLaw, officers each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and employees, as the case may be and CSLC and the Surviving Entity, as the case may be, shall pay expenses in advance of the final disposition of any such action claim, suit, proceeding or proceeding investigation to each Indemnified Party to the fullest extent permitted under applicable law upon receipt of an undertaking, from such Indemnified Party to repay such advanced expenses if it is determined by a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Party was not entitled to indemnification hereunder), judgments, fines and amounts paid in settlement in connection with any undertaking contemplated by applicable lawsuch actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative. Without limiting the foregoingAny Indemnified Party wishing to claim indemnification under this Section 7.7, if upon learning of any such claim, action, suit, proceeding or investigation is commenced or instituted against any Indemnified Party (whether arising before or after the Effective Time), (i) the Indemnified Parties may retain counsel satisfactory to them and the Company (or satisfactory to them and CSLC and the Surviving Entity after the Effective Time); (ii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as reasonably itemized statements therefor are received; and (iii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall use best efforts to assist in the vigorous defense of any such matter, provided that neither the Company, CSLC nor the Surviving Entity shall be liable for any settlement of any claim effected without its written consent (which consent shall not unreasonably be withheld). Any Indemnified Party electing to claim indemnification under this Section 5.9, upon learning of any such Actioninvestigation, shall promptly notify the CompanyAcquiror in writing thereof, CSLC or the Surviving Entity of such election (but provided, that the failure to so to notify the Company shall not relieve it from any liability which it may have affect the obligations of Acquiror under this Section 5.9, 7.7 except (and only) to the extent such failure to notify materially prejudices it or if it otherwise forfeits substantive rights and defenses as a result of such failure), and shall deliver to the Company (or after the Effective Time, to CSLC and the Surviving Entity) the undertaking contemplated by applicable law. The Indemnified Parties as a group may retain only one firm of legal counsel to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict in respect of any significant issue between the positions of any two or more Indemnified PartiesAcquiror. (b) For a period of seven six (6) years after the Effective Time, CSLC Acquiror shall use its reasonable best efforts to cause the persons serving as officers and directors of the Company immediately prior to the Effective Time to be maintained in effect covered by the current policies of directors' ’ and officers' ’ liability insurance policy or policies maintained by the Company and Acquiror or one of its Subsidiaries (provided provided, that CSLC may substitute therefor Acquiror’s directors’ and officers’ liability insurance policy or policies of provide at least the same coverage and amounts containing terms and conditions which are no are, in the aggregate, not materially less advantageousadvantageous to such directors and officers of the Company than the terms and conditions of the existing directors’ and officers’ liability insurance policy of the Company) with respect to claims arising from facts or events that existed or occurred at or prior to the Effective Time. Notwithstanding the foregoing, in no event will Acquiror be required to expend, in the aggregate and on an annual basis, an amount in excess of 200% of the annual premiums currently paid by the Company for such insurance, which occurred before current premiums are set forth in Section 7.7(b) of the Company Disclosure Letter (the “Insurance Amount”), and if Acquiror is unable to maintain or obtain the insurance called for by this Section 7.7(b) for an amount per year equal to or less than the Insurance Amount, Acquiror shall use its reasonable best efforts to obtain as much comparable insurance as may be available for the Insurance Amount. The provisions of this Section 7.7(b) shall be deemed to have been satisfied if prepaid policies have been obtained by Acquiror or by the Company with Acquiror’s prior written consent, which policies provide the persons covered by the Company’s directors’ and officers’ liability insurance policy immediately prior to the Effective Time with coverage for a period of not less than six (6) years after the Effective Time with respect to claims arising from facts or events that occurred at or prior to the extent available on commercially reasonable terms; providedEffective Time. If such prepaid policies have been obtained by the Company prior to the Effective Time with Acquiror’s consent, however, that CSLC Acquiror shall not be obligated maintain such policies in full force and effect and continue to incur in excess of $400,000 in the aggregate under this Section 5.9(b)honor all obligations thereunder. (c) The provisions of this Section 5.9 7.7 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, Party and his or her heirs and his representatives.

Indemnification; Directors’ and Officers’ Insurance. (a) The Company shall, and from From and after the Effective Time, CSLC and in the Surviving Entity shallevent of any threatened or actual claim, indemnifyaction, defend and hold harmless each suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any person who is now, or has been at any time prior to the date hereof has been of this Agreement, or who becomes prior to the Effective Time, an officera director, director officer or employee of the Company Long Beach or any of its Subsidiaries (the "Indemnified Parties") from and against (i) all lossesis, claimsor is threatened to be, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying made a party (which approval shall not unreasonably be withheld) of or in connection with any claim, action, suit, proceeding, case or investigation ("Action") based in whole or in part on or arising in whole or in part out of or in connection with the fact that such person is or was a director, officer or employee of the Company or any Subsidiary, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, at or after the Effective Time ("Indemnified Liabilities") and (ii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director, officer or employee of Long Beach, any of its Subsidiaries or in connection with any of their respective predecessors or was prior to the Effective Time serving at the request of any such party as a director, officer, employee, fiduciary or agent of another corporation, partnership, trust or other enterprise or (ii) this Agreement, the Merger or any of the transactions contemplated hereby and all actions taken by an Indemnified Party in connection herewith, whether in any case asserted or therebyarising before or after the Effective Time, the parties hereto agree to cooperate and use their best efforts to defend against and respond to such proceedings to the extent set forth in each case the next sentence. It is understood and agreed that after the Effective Time, Washington Mutual shall indemnify and hold harmless, as and to the fullest extent a corporation is permitted under applicable law to indemnify by the corporate governance documents of Long Beach or its own directorsSubsidiaries as of the date hereof and by law, officers each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys' fees and employees, as the case may be and CSLC and the Surviving Entity, as the case may be, shall pay expenses in advance of the final disposition of any such action claim, suit, proceeding or proceeding investigation to each Indemnified Party Parry to the fullest extent permitted under applicable by law upon receipt of any an undertaking contemplated by applicable law. Without limiting the foregoingfrom such Indemnified Party to repay such advanced expenses if it is finally and unappealably determined that such Indemnified Party was not entitled to indemnification hereunder), if judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation is commenced or instituted against any Indemnified Party (whether asserted or arising before or after the Effective Time) (collectively, "Claims"), (i) the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with Washington Mutual; provided, however, that (1) Washington Mutual shall have the right to assume the defense thereof and upon such assumption Washington Mutual shall not be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by any Indemnified Party in connection with the defense thereof, except that if Washington Mutual elects not to assume such defense or counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are or may be (whether or not any have yet actually arisen) issues which raise conflicts of interest between Washington Mutual and the Company (or Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them them, and CSLC and the Surviving Entity after the Effective Time); (ii) the Company (or after the Effective Time, CSLC and the Surviving Entity) Washington Mutual shall pay all the reasonable fees and expenses of such counsel for the Indemnified Parties promptly as reasonably itemized statements therefor are received; and Parties, (iii2) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall use best efforts to assist in the vigorous defense of any such matter, provided that neither the Company, CSLC nor the Surviving Entity Washington Mutual shall be liable obligated pursuant to this paragraph to pay for any settlement of any claim effected without its written consent (which consent shall not unreasonably be withheld). Any Indemnified Party electing to claim indemnification under this Section 5.9, upon learning of any such Action, shall promptly notify the Company, CSLC or the Surviving Entity of such election (but the failure so to notify the Company shall not relieve it from any liability which it may have under this Section 5.9, except to the extent such failure materially prejudices it or if it otherwise forfeits substantive rights and defenses as a result of such failure), and shall deliver to the Company (or after the Effective Time, to CSLC and the Surviving Entity) the undertaking contemplated by applicable law. The Indemnified Parties as a group may retain only one firm of legal counsel to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict in respect of any significant issue between the positions of any two or more for all Indemnified Parties. (b) For a period of seven years after the Effective Time, CSLC shall cause to be maintained in effect the current policies of directors' and officers' liability insurance maintained by the Company and its Subsidiaries (provided that CSLC may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous) with respect to claims arising from facts or events which occurred before the Effective Time to the extent available on commercially reasonable terms; provided, however, that CSLC shall not be obligated to incur in excess of $400,000 in the aggregate under this Section 5.9(b). (c) The provisions of this Section 5.9 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his heirs and his representatives.,

Indemnification; Directors’ and Officers’ Insurance. (a) The Company shall, and from From and after the Effective Time, CSLC Validus shall cause the Amalgamated Company to, to the fullest extent permitted by applicable Law (and, in the case of former officers and directors, to the extent permitted by the bye-laws of IPC and the Surviving Entity shallAmalgamated Company prior to the Closing), indemnify, defend and hold harmless harmless, and provide advancement of expenses to, each person who is now, or has been at any time prior to the date hereof has been or who becomes prior to the Effective Time, an officer, a director or employee officer of the Company or any of its Subsidiaries IPC (the "“Indemnified Parties"”) from and against (i) all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not unreasonably be withheld) of or in connection with any claim, action, suit, proceeding, case proceeding or investigation ("Action") based in whole or in part on or arising in whole or in part out of or in connection with the fact that such person is or was a director, director or officer or employee of the Company IPC or any Subsidiaryof its respective subsidiaries, whether and pertaining to any matter existing or occurring occurring, or any acts or omissions occurring, at or prior to the Effective Time and Time, whether asserted or claimed prior to, at or after after, the Effective Time ("Indemnified Liabilities") and (ii) all Indemnified Liabilities based in whole including matters, acts or in part on, or arising in whole or in part out of or omissions occurring in connection with the approval of this Agreement, Agreement and the Merger or any consummation of the transactions contemplated hereby hereby) to the same extent such persons are indemnified or therebyhave the right to advancement of expenses as of the date of this Agreement by IPC or any of its respective subsidiaries pursuant to the relevant entity’s memorandum of association, bye-laws and indemnification agreements and resolutions, if any, in each case to existence on the fullest extent a corporation is permitted under date hereof. Except as required by applicable law to indemnify its own directorsLaw, officers and employees, until such time as the case may be and CSLC and the Surviving Entity, as the case may be, shall pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the fullest extent permitted period under applicable law upon receipt of any undertaking contemplated by applicable law. Without limiting the foregoing, if any such claim, action, suit, proceeding or investigation is commenced or instituted which a claim against any Indemnified Party (whether arising before with respect to any acts or after omissions by any such Indemnified Party occurring at or prior to the Effective Time)Time shall have expired, (i) the Indemnified Parties may retain counsel satisfactory to them and the Company (or satisfactory to them and CSLC and the Surviving Entity after the Effective Time); (ii) the Company (or after the Effective Time, CSLC and the Surviving Entity) Validus shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as reasonably itemized statements therefor are received; and (iii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall use best efforts to assist in the vigorous defense of any such matter, provided that neither the Company, CSLC nor the Surviving Entity shall be liable for any settlement of any claim effected without its written consent (which consent shall not unreasonably be withheld). Any Indemnified Party electing to claim indemnification under this Section 5.9, upon learning of any such Action, shall promptly notify the Company, CSLC or the Surviving Entity of such election (but the failure so to notify the Company shall not relieve it from any liability which it may have under this Section 5.9, except to the extent such failure materially prejudices it or if it otherwise forfeits substantive rights and defenses as a result of such failure)not, and shall deliver not permit any of its subsidiaries to, amend or eliminate the indemnification or advancement provisions of the bye-laws of the Amalgamated Company in any manner adverse to the Company (or after the Effective Time, to CSLC and the Surviving Entity) the undertaking contemplated by applicable law. The Indemnified Parties as a group may retain only one firm of legal counsel to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict in respect of any significant issue between the positions of any two or more Indemnified Parties. (b) For a period of seven six years after the Effective Time, CSLC Validus shall cause purchase as of the Effective Time, a tail policy to be maintained in effect the current policies of existing directors' ’ and officers' ’ liability insurance maintained by the Company and its Subsidiaries (provided that CSLC may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous) IPC with respect to claims arising from facts or events which occurred before at or prior to the Effective Time to Time, and which tail policy shall contain substantially the extent available on commercially reasonable termssame coverage and amounts as, and contain terms and conditions no less advantageous than the coverage provided by the existing policy of IPC as of the date of this Agreement; provided, however, that CSLC in no event shall not Validus be obligated required to incur expend for the entire tail policy, in excess of $400,000 in 350% of the aggregate under this Section 5.9(b)annual premium currently provided by IPC for its existing policy of directors’ and officers’ liability insurance; and provided further that, if the premium of such insurance coverage exceeds such amount, Validus shall be obliged to obtain a policy with the greatest coverage available for a cost not to exceed such amount. At the request of Validus, IPC shall cooperate with Validus to obtain such a tail policy effective as of the Effective Time. (c) In the event that Validus or the Amalgamated Company or any of its successors or assigns (i) consolidates or amalgamates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or amalgamation or (ii) transfers or conveys all or substantially all of its properties and assets to any person (including by dissolution), then, and in each such case, Validus shall cause proper provision to be made so that the successors and assigns of Validus or the Amalgamated Company assume and honor the obligations set forth in this Section 5.8. (d) The provisions of this Section 5.9 Sections 5.8(a) through (c): (i) are intended to be for the benefit of, and shall be enforceable by, each director of IPC as of the date of this Agreement and each other Indemnified Party, his or her heirs and his representativeslegal representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise. Each of the directors of IPC as of the date of this Agreement shall, at any time prior to 10 business days prior to the Closing Date, have the right to be bound as a counterparty solely in regard to this Section 5.8 by executing and delivering to each of Validus, Amalgamation Sub and IPC a counterpart signature page hereto. (e) IPC shall use commercially reasonable efforts to obtain a pro rata refund (on an annualized basis taking into account the remaining period of the policy term) of the $1,156,000 premium paid by IPC on June 30, 2009, in connection with the renewal of its annual directors’ and officers’ liability insurance coverage for the period July 2009 through July 2010.

Indemnification; Directors’ and Officers’ Insurance. (a) The Company shallIn the event of any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative (a “Claim”), including any such Claim in which any individual who is now, or has been at any time before the date of this Agreement, or who becomes before the Effective Time, a director, officer or employee of Target or any of its Subsidiaries or who is or was serving at the request of Target or any of its Subsidiaries as a director, officer or employee of another person (the “Indemnified Parties”), is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director, officer or employee of Target or any of its Subsidiaries before the Effective Time or (ii) this Agreement or any of the transactions contemplated by this Agreement, whether asserted or arising before or after the Effective Time, the Parties shall cooperate and use their best efforts to defend against and respond thereto. All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or before the Effective Time now existing in favor of any Indemnified Party as provided in their respective articles of incorporation or bylaws (or comparable organizational documents), and from any existing indemnification agreements set forth on Section 6.6(a) of the Target Disclosure Schedule, shall survive the Merger and shall continue in full force and effect in accordance with their terms, and shall not be amended, repealed or otherwise modified after the Effective Time in any manner that would adversely affect the rights thereunder of such individuals for acts or omissions occurring at or before the Effective Time or taken at the request of Buyer pursuant to Section 6.7, it being understood that nothing in this sentence shall require any amendment to the articles of incorporation or bylaws of the Surviving Corporation. (b) From and after the Effective Time, CSLC and the Surviving Entity Corporation shall, to the fullest extent permitted by applicable law, indemnify, defend and hold harmless harmless, and provide advancement of reasonable expenses to, each person who is now, or at any time prior to the date hereof has been or who becomes prior to the Effective Time, an officer, director or employee of the Company or any of its Subsidiaries (the "Indemnified Parties") from and Party against (i) all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not unreasonably be withheld) of or in connection with any claim, action, suit, proceeding, case or investigation ("Action") Claim based in whole or in part on or arising in whole or in part out of or in connection with the fact that such person is or was a director, officer or employee of the Company Target or any SubsidiarySubsidiary of Target, whether and pertaining to any matter existing or occurring occurring, or any acts or omissions occurring, at or prior to before the Effective Time and Time, whether asserted or claimed prior tobefore, or at or after after, the Effective Time ("Indemnified Liabilities") and (ii) all Indemnified Liabilities based in whole including matters, acts or in part on, or arising in whole or in part out of or omissions occurring in connection with the approval of this Agreement, Agreement and the Merger or any consummation of the transactions contemplated hereby hereby) or thereby, in each case taken at the request of Buyer pursuant to the fullest extent a corporation is permitted under applicable law to indemnify its own directors, officers and employees, as the case may be and CSLC and the Surviving Entity, as the case may be, shall pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the fullest extent permitted under applicable law upon receipt of any undertaking contemplated by applicable law. Without limiting the foregoing, if any such claim, action, suit, proceeding or investigation is commenced or instituted against any Indemnified Party (whether arising before or after the Effective Time), (i) the Indemnified Parties may retain counsel satisfactory to them and the Company (or satisfactory to them and CSLC and the Surviving Entity after the Effective Time); (ii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as reasonably itemized statements therefor are received; and (iii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall use best efforts to assist in the vigorous defense of any such matter, provided that neither the Company, CSLC nor the Surviving Entity shall be liable for any settlement of any claim effected without its written consent (which consent shall not unreasonably be withheld). Any Indemnified Party electing to claim indemnification under this Section 5.9, upon learning of any such Action, shall promptly notify the Company, CSLC or the Surviving Entity of such election (but the failure so to notify the Company shall not relieve it from any liability which it may have under this Section 5.9, except to the extent such failure materially prejudices it or if it otherwise forfeits substantive rights and defenses as a result of such failure), and shall deliver to the Company (or after the Effective Time, to CSLC and the Surviving Entity) the undertaking contemplated by applicable law. The Indemnified Parties as a group may retain only one firm of legal counsel to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict in respect of any significant issue between the positions of any two or more Indemnified Parties6.7. (bc) For Buyer shall cause the individuals serving as officers and directors of Target or any of its Subsidiaries immediately before the Effective Time to be covered for a period of seven six years after from the Effective Time, CSLC shall cause to be maintained in effect Time by the current policies of directors' ’ and officers' ’ liability insurance policy maintained by the Company and its Subsidiaries Target (provided that CSLC Buyer may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which that are no not less advantageousadvantageous to such officers and directors than such policy) with respect to claims arising from facts acts or events which occurred omissions occurring before the Effective Time that were committed by such officers and directors in their capacity as such; provided that in no event shall Buyer be required to expend annually in the extent available on commercially reasonable terms; provided, however, that CSLC shall not be obligated to incur aggregate an amount in excess of $400,000 in 280% of the aggregate under this annual premiums currently paid by Target (which current amount is set forth on Section 5.9(b6.6(c) of the Target Disclosure Schedule) for such insurance (the “Insurance Amount”), and provided, further, that if Buyer is unable to maintain such policy (or such substitute policy) as a result of the preceding proviso, Buyer shall obtain as much comparable insurance as is available for the Insurance Amount. (cd) The provisions of this Section 5.9 6.6 shall survive the Effective Time and are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, Party and his or her heirs and his representatives.

Indemnification; Directors’ and Officers’ Insurance. (a) The Company shall, and from and after After the Effective Time, CSLC Parent and the Surviving Entity shall, indemnify, defend Corporation jointly and severally shall indemnify and hold harmless (and shall also advance expenses as incurred to the fullest extent permitted under applicable law, upon receipt from such indemnified party of the undertaking to repay such advances contemplated by Section 145 of the DGCL, to) each person who is now, now or at any time has been prior to the date hereof has been or who becomes prior to the Effective Time, Time an officer, officer or director or employee of the Company or any of its Subsidiaries the Company's subsidiaries (the "Indemnified PartiesPersons") from and against (i) all losses, claims, damages, costs, expenses (including, without limitation, counsel fees and expenses), liabilities or judgments or amounts that are paid in settlement with payments (provided Parent and the approval of the indemnifying party (Surviving Corporation have approved such settlement, which approval shall not be unreasonably be withheld) or liabilities arising out of or in connection with any claim, demand, action, suit, proceeding, case proceeding or investigation (a "ActionClaim") based in whole or in part on or arising in whole or in part out of or in connection with the fact that such person is or was a director, an officer or employee director of the Company or any Subsidiary, of its subsidiaries whether or not pertaining to any matter existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to, to or at or after the Effective Time ("Indemnified Liabilities") to the fullest extent permitted by applicable law and (ii) all Indemnified Liabilities based in whole or in part on, on or arising in whole or in part out of or in connection with pertaining to this Agreement, the Merger Agreement or any of the transactions contemplated hereby or therebyhereby, in each case to the fullest extent a corporation is required or permitted under applicable law to indemnify its own directors, officers and employees, as the case may be and CSLC and or under the Surviving EntityCorporation's Certificate of Incorporation or bylaws. The parties hereto intend, as the case may be, shall pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the fullest extent permitted under applicable law upon receipt of any undertaking contemplated not prohibited by applicable law, that the indemnification provided for in this Section 4.11 shall apply without limitation to negligent acts or omissions by an Indemnified Person. Without limiting Parent hereby guarantees the foregoing, if payment and performance of the Surviving Corporation's obligations in this Section 4.11. Each Indemnified Person is intended to be a third party beneficiary of this Section 4.11 and may specifically enforce its terms. This Section 4.11 shall not limit or otherwise adversely affect any such claim, action, suit, proceeding or investigation is commenced or instituted against rights any Indemnified Party (whether arising before or after the Effective Time), (i) the Indemnified Parties Person may retain counsel satisfactory to them and have under any agreement with the Company (or satisfactory to them and CSLC and the Surviving Entity after the Effective Time); (ii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as reasonably itemized statements therefor are received; and (iii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall use best efforts to assist in the vigorous defense of any such matter, provided that neither under the Company, CSLC nor the Surviving Entity shall be liable for any settlement 's Certificate of any claim effected without its written consent Incorporation or Bylaws. (which consent shall not unreasonably be withheld). b) Any Indemnified Party electing wishing to claim indemnification under this Section 5.94.11, upon learning of any such ActionClaim, shall promptly notify the Company, CSLC or Parent and the Surviving Entity of such election Corporation (but although the failure so to notify Parent and the Company Surviving Corporation shall not relieve it Parent and the Surviving Corporation from any liability which it Parent and the Surviving Corporation may have under this Section 5.9, 4.11 except to the extent such failure materially prejudices it or if it otherwise forfeits substantive rights Parent and defenses as a result of such failurethe Surviving Corporation), and shall deliver to the Company (or after the Effective Time, to CSLC Parent and the Surviving Entity) Corporation the undertaking as contemplated by applicable lawSection 145 of the DGCL. The Indemnified Parties as a group may shall retain only one law firm of legal counsel (in addition to local counsel) to represent them with respect to each such matter unless (i) there is, under applicable standards of professional conductconduct (as determined by counsel to the Indemnified Parties), a conflict in respect of any significant issue or potential conflict between the positions of any two or more Indemnified Parties, or (ii) an Indemnified Party reasonably concludes (based upon advice of counsel) that there may be legal defenses available to the Indemnified Party that are different from or in addition to those available to the other Indemnified Parties, in which events, such additional counsel as may be required may be retained by the Indemnified Parties. (bc) For a period of seven Parent shall cause the Surviving Corporation to maintain in effect for not less than six (6) years after from the Effective Time, CSLC shall cause to be maintained in effect Time the current policies of the directors' and officers' liability and fiduciary insurance most recently maintained by the Company and its Subsidiaries with aggregate liability coverage not less than the coverage provided by the insurance most recently maintained by the Company (provided that CSLC the Surviving Corporation may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no less advantageousadvantageous to the beneficiaries thereof so long as such substitution does not result in gaps or lapses in coverage) with respect to claims arising from facts or events which occurred before matters occurring prior to the Effective Time to the extent available on commercially reasonable termsTime; provided, however, that CSLC in satisfying its obligation under this Section, the Surviving Corporation shall not be obligated to incur pay premiums in excess of $400,000 150% of the amount per annum incurred by the Company in the aggregate under this Section 5.9(b)twelve months ended December 31, 1997 with respect to such insurance, which amount has been disclosed to Parent. (cd) The provisions In the event the Surviving Corporation or its successor (i) is consolidated with or merges into another person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any other person in a single transaction or a series of related transactions, then in each such case Parent shall make or cause to be made proper provision so that the successor or transferee of the Surviving Corporation shall comply in all material respect with the terms of this Section 5.9 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his heirs and his representatives4.11.

Indemnification; Directors’ and Officers’ Insurance. (a) The Without limiting any additional rights that any current or former manager, director, officer, trustee, member, employee, agent or fiduciary may have under any indemnification agreement or under the Company shallCharter, and the Company Bylaws or, if applicable, comparable Organizational Documents of Hermes Sub I or any Company Subsidiary, from and after the Second Merger Effective TimeTime until the sixth (6th) anniversary of the Closing Date, CSLC and Parent shall cause the Surviving Entity shall, indemnify, defend surviving corporation in the First Merger to: (i) indemnify and hold harmless each person who is nowat the date hereof, was previously, or at any time prior to during the period from the date hereof has been or who becomes prior to through the date of the Second Merger Effective Time, an serving as a manager, director, officer, director trustee, member, employee, agent or employee fiduciary, in each case to the extent such persons are otherwise entitled to indemnification pursuant to the terms of the Organizational Documents of Company, Xxxxxx Sub I or any of the Company Subsidiaries as in effect on the date hereof, of Company, Hermes Sub I or any of its the Company Subsidiaries and acting in such capacity (collectively, the "“Indemnified Parties"”) from to the fullest extent authorized or permitted by applicable Law as now or hereafter in effect against any fees, costs or expenses (including attorneys’ and against (i) all consultants’ fees and expenses), amounts paid in settlement, judgments, fines, losses, claims, damages, costs, expenses, damages or liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not unreasonably be withheld) of or incurred in connection with any claimwith, action, suit, proceeding, case or investigation ("Action") based in whole or in part on or arising in whole or in part out of or otherwise related to any actual or alleged Action or any investigation, defense, preparation thereof or participation therein, in connection with with, arising out of or otherwise related to matters existing or occurring or alleged to have occurred prior to or at the fact Second Merger Effective Time, including any such Action arising out of or pertaining to (x) matters that relate to such Indemnified Party’s duties or service as a manager, director, officer, trustee, member, employee, agent or fiduciary of Company, Xxxxxx Sub I or any of the Company Subsidiaries or, to the extent such person is or was a directorserving at the request or for the benefit of Company, officer Hermes Sub I or employee any of the Company Subsidiaries, any other entity or any SubsidiaryBenefit Plan maintained by any of the foregoing at or prior to the Second Merger Effective Time and (y) this Agreement or any of the transactions contemplated hereby, whether pertaining including the Mergers, the consideration and approval thereof and the process undertaken in connection therewith; and (ii) promptly pay on behalf of or advance to each of the Indemnified Parties, in each case to the extent such persons are otherwise entitled to payment or advancement of expenses pursuant to the terms of the Organizational Documents of Company, Hermes Sub I and the Company Subsidiaries as in effect on the date hereof in connection with, arising out of or otherwise related to any matter such actual or alleged Action, in connection with, arising out of or otherwise related to matters existing or occurring or alleged to have occurred prior to or at the Second Merger Effective Time. The indemnification and advancement obligations of the surviving corporation in the First Merger pursuant to this Section 7.5(a) shall be limited to acts or omissions occurring at or before the Second Merger Effective Time and any Action relating thereto (including with respect to any acts or omissions occurring in connection with the approval of this Agreement, the Mergers and the consummation of the other transactions contemplated by this Agreement, including the consideration and approval thereof and the process undertaken in connection therewith and any claim relating thereto), and all rights to indemnification and advancement conferred hereunder shall continue as to a person who has ceased to be a manager, director, officer, trustee, member, employee, agent or fiduciary of Company, Xxxxxx Sub I or any of the Company Subsidiaries after the date hereof and shall inure to the benefit of such person’s heirs, executors and personal and legal representatives. Parent hereby agrees that any indemnification agreement between Company and any director or officer of Company shall entitle such director or officer to indemnification and advancement of expenses in connection with such director’s or officer’s service as director or officer of Hermes Sub 1 to the same extent as such director or officer is entitled to indemnification and advancement of expenses as a director or officer of Company under such indemnification agreement. (b) Without limiting the foregoing, the surviving corporation in the First Merger agrees that all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Second Merger Effective Time now existing in favor of the current or former managers, directors, officers, trustees, members, employees, agents or fiduciaries or other Indemnified Parties as provided in the Organizational Documents and whether asserted the indemnification agreements of Company, Hermes Sub I and any applicable Company Subsidiaries shall survive the Second Merger and shall continue in full force and effect in accordance with their terms. For a period of six (6) years following the Second Merger Effective Time, the Organizational Documents of the surviving corporation in the First Merger and of any applicable Subsidiary of the surviving corporation in the First Merger shall contain provisions no less favorable with respect to indemnification and limitations on liability of directors and officers than are set forth in the Organizational Documents of Company, Hermes Sub I or claimed prior toany applicable Company Subsidiary, at which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years following the Second Merger Effective Time in any manner that would affect adversely the rights of the applicable Indemnified Parties thereunder, unless such modification shall be required by applicable Law and then only to the minimum extent required by applicable Law. (c) For a period of six (6) years after the Second Merger Effective Time ("Indemnified Liabilities") Time, the surviving corporation in the First Merger shall maintain in effect Company’s current directors’ and (ii) all Indemnified Liabilities based in whole or in part onofficers’ liability insurance covering each Person covered, or arising in whole or in part out on the date of or in connection with this Agreement, by Company’s directors’ and officers’ liability insurance policy for acts or omissions occurring prior to and through the Second Merger or any of the transactions contemplated hereby or thereby, in each case to the fullest extent a corporation is permitted under applicable law to indemnify its own directors, officers and employees, as the case may be and CSLC and the Surviving Entity, as the case may be, shall pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the fullest extent permitted under applicable law upon receipt of any undertaking contemplated by applicable law. Without limiting the foregoing, if any such claim, action, suit, proceeding or investigation is commenced or instituted against any Indemnified Party (whether arising before or after the Effective Time); provided, that in lieu of such obligation, (i) the Indemnified Parties may retain counsel satisfactory to them and the Company (or satisfactory to them and CSLC and the Surviving Entity after the Effective Time); (ii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as reasonably itemized statements therefor are received; and (iii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall use best efforts to assist surviving corporation in the vigorous defense of any such matter, provided that neither the Company, CSLC nor the Surviving Entity shall be liable for any settlement of any claim effected without its written consent (which consent shall not unreasonably be withheld). Any Indemnified Party electing to claim indemnification under this Section 5.9, upon learning of any such Action, shall promptly notify the Company, CSLC or the Surviving Entity of such election (but the failure so to notify the Company shall not relieve it from any liability which it may have under this Section 5.9, except to the extent such failure materially prejudices it or if it otherwise forfeits substantive rights and defenses as a result of such failure), and shall deliver to the Company (or after the Effective Time, to CSLC and the Surviving Entity) the undertaking contemplated by applicable law. The Indemnified Parties as a group may retain only one firm of legal counsel to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict in respect of any significant issue between the positions of any two or more Indemnified Parties. (b) For a period of seven years after the Effective Time, CSLC shall cause to be maintained in effect the current policies of directors' and officers' liability insurance maintained by the Company and its Subsidiaries (provided that CSLC First Merger may substitute therefor policies of at least an insurance company with the same or better rating as Company’s current insurance carrier the material terms of which, including coverage and amounts containing terms and conditions which amount, are no less advantageous) with favorable in any material respect to claims arising such directors and officers than Company’s existing policies as of the date hereof or (ii) at Parent’s election, Company will obtain extended reporting period coverage under Company’s existing insurance programs (to be effective as of the Second Merger Effective Time) or purchase a “tail” policy for a period of six (6) years from facts or events which occurred before the Second Merger Effective Time for a cost not in excess of the Maximum Amount (as defined below); and provided, further, that in no event shall the surviving corporation in the First Merger be required to pay annual premiums for insurance under this Section 7.5(c) in excess of 300% of the most recent annual premiums paid by Company prior to the extent available on commercially reasonable terms; provideddate of this Agreement for such purpose (the “Maximum Amount”), howeverit being understood that if the annual premiums of such insurance coverage exceed such amount, that CSLC the surviving corporation in the First Merger shall nevertheless be obligated to provide such coverage as may be obtained for such Maximum Amount. (d) If the surviving corporation in the First Merger or its successors or assigns (i) consolidates with or merges with or into any other Person and shall not be obligated the continuing or surviving corporation, partnership or other entity of such consolidation or merger or (ii) liquidates, dissolves or winds-up, or transfers or conveys all or substantially all of its properties and assets to incur any Person, then, and in excess each such case, proper provision shall be made so that the successors and assigns of $400,000 the surviving corporation in the aggregate under First Merger shall assume the obligations set forth in this Section 5.9(b7.5(d). (ce) The surviving corporation in the First Merger shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided in this Section 7.5(e); provided, that such Indemnified Party provides an undertaking to repay such expenses if it is determined by a final and non-appealable judgment of a court of competent jurisdiction that such Person is not legally entitled to indemnification under Law. (f) The provisions of this Section 5.9 7.5 are intended to be for the express benefit of, and shall be enforceable by, each Indemnified PartyParty (who are intended third party beneficiaries of this Section 7.5), his or her heirs and his or her personal representatives, shall be binding on all successors and assigns of Parent, Company and the surviving corporation in the First Merger and shall not be amended in a manner that is adverse to the Indemnified Party (including his or her successors, assigns and heirs) without the prior written consent of the Indemnified Party (including such successors, assigns and heirs) affected thereby. The exculpation and indemnification provided for by this Section 7.5 shall not be deemed to be exclusive of any other rights to which an Indemnified Party is entitled, whether pursuant to applicable Law, contract or otherwise.

Indemnification; Directors’ and Officers’ Insurance. (a) The Company shallIn the event of any threatened or actual claim, and from and after the Effective Timeaction, CSLC and the Surviving Entity shallsuit, indemnifyproceeding or investigation, defend and hold harmless each person whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any individual who is now, or has been at any time prior to the date hereof has been of this Agreement, or who becomes prior to the Effective Time, an officer, a director or officer or employee of CAVB or any of its Subsidiaries, or who is or was serving at the Company request of CAVB or any of its Subsidiaries as a director, officer, employee or agent of another person, including any entity specified in the CAVB Disclosure Schedule (the "Indemnified Parties") from and against (i) all losses), claimsis, damagesor is threatened to be, costs, expenses, liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying made a party (which approval shall not unreasonably be withheld) of or in connection with any claim, action, suit, proceeding, case or investigation ("Action") based in whole or in part on or arising in whole or in part out of or in connection with the fact that such person is or was a director, officer or employee of the Company or any Subsidiary, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, at or after the Effective Time ("Indemnified Liabilities") and (ii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director, officer or employee of CAVB or any of its Subsidiaries or any entity specified in connection with the CAVB Disclosure Schedule or any of their respective predecessors or (ii) this Agreement, the Merger Agreement or any of the transactions contemplated hereby hereby, whether in any case asserted or therebyarising before or after the Effective Time, in each case the parties hereto agree to cooperate and use their best efforts to defend against and respond thereto. It is understood and agreed that after the Effective Time, PNFP shall indemnify and hold harmless, as and to the fullest extent a corporation is permitted under applicable law to indemnify its own directorsby law, officers each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorney's fees and employees, as the case may be and CSLC and the Surviving Entity, as the case may be, shall pay expenses in advance of the final disposition of any such action claim, suit, proceeding or proceeding investigation to each Indemnified Party to the fullest extent permitted under applicable by law upon receipt of any undertaking contemplated required by applicable law. Without limiting the foregoing), if judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, proceeding or investigation is commenced or instituted against any Indemnified Party (whether arising before or after the Effective Time), (i) the Indemnified Parties may retain counsel satisfactory to them and the Company (or satisfactory to them and CSLC and the Surviving Entity after the Effective Time); (ii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as reasonably itemized statements therefor are received; and (iii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall use best efforts to assist in the vigorous defense of any such matter, provided that neither the Company, CSLC nor the Surviving Entity shall be liable for any settlement of any claim effected without its written consent (which consent shall not unreasonably be withheld). Any Indemnified Party electing to claim indemnification under this Section 5.9, upon learning of any such Action, shall promptly notify the Company, CSLC or the Surviving Entity of such election (but the failure so to notify the Company shall not relieve it from any liability which it may have under this Section 5.9, except to the extent such failure materially prejudices it or if it otherwise forfeits substantive rights and defenses as a result of such failure), and shall deliver to the Company (or after the Effective Time, to CSLC and the Surviving Entity) the undertaking contemplated by applicable law. The Indemnified Parties as a group may retain only one firm of legal counsel to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict in respect of any significant issue between the positions of any two or more Indemnified Partiesinvestigation. (b) For PNFP shall use its reasonable best efforts to cause the individuals serving as officers and directors of CAVB, its Subsidiaries or any entity specified in the CAVB Disclosure Schedule immediately prior to the Effective Time to be covered for a period of seven six (6) years after from the Effective TimeTime (or the period of the applicable statute of limitations, CSLC shall cause to be maintained in effect if longer) by the current policies of directors' and officers' liability insurance policy maintained by the Company and its Subsidiaries CAVB (provided that CSLC PNFP may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no not less advantageousadvantageous than such policy) with respect to claims arising from facts acts or events which occurred before omissions occurring prior to the Effective Time to the extent available on commercially reasonable terms; provided, however, that CSLC shall not be obligated to incur which were committed by such officers and directors in excess of $400,000 in the aggregate under this Section 5.9(b)their capacity as such. (c) In the event PNFP or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of PNFP assume the obligations set forth in this Section 6.8. (d) The provisions of this Section 5.9 6.8 shall survive the Effective Time and are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, Party and his or her heirs and his representatives.

Indemnification; Directors’ and Officers’ Insurance. (a) The Company shall, and from From and after the Effective Time, CSLC and in the Surviving Entity shallevent of any claim, indemnifyaction, defend and hold harmless each suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any person who is now, or has been at any time prior to the date hereof has been of this Agreement, or who becomes prior to the Effective Time, an officera director, director officer or employee of the Company Dime or any of its Subsidiaries (the "Indemnified Parties") from and against (i) all lossesis, claimsor is threatened to be, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying made a party (which approval shall not unreasonably be withheld) of or in connection with any claim, action, suit, proceeding, case or investigation ("Action") based in whole or in part on or arising in whole or in part out of or in connection with the fact that such person is or was a director, officer or employee of the Company or any Subsidiary, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, at or after the Effective Time ("Indemnified Liabilities") and (ii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director, officer or employee of Dime, any of its Subsidiaries or any of their respective predecessors or was prior to the Effective Time serving at the request of any such party as a director, officer, employee, fiduciary or agent of another corporation, partnership, trust or other enterprise (a list of which directors, officers and employees of Dime or any of its Subsidiaries who as of the date of this Agreement are serving in connection any such capacity with another corporation, trust, partnership, trust or other enterprise is set forth in Section 7.8(a) of the Dime Disclosure Schedule) or (ii) this Agreement, the Merger or any of the transactions contemplated hereby and all actions taken by an Indemnified Party in connection herewith, whether in any case asserted or therebyarising before or after the Effective Time, in each case Washington Mutual shall indemnify and hold harmless, as and to the fullest extent a corporation is permitted under by applicable law to indemnify its own directorslaw, officers each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys' fees and employees, as the case may be and CSLC and the Surviving Entity, as the case may be, shall pay expenses in advance of the final disposition of any such action claim, suit, proceeding or proceeding investigation to each Indemnified Party to the fullest extent permitted under applicable by law upon receipt of an undertaking, to the extent required by law, from such Indemnified Party to repay such advanced expenses if it is determined by a final and non-appealable judgment of a court of competent jurisdiction that such Indemnified Party was not entitled to indemnification hereunder), judgments, fines and amounts paid in settlement in connection with any undertaking contemplated by applicable lawsuch threatened or actual claim, action, suit, proceeding or investigation). Without limiting the foregoingAny Indemnified Party wishing to claim indemnification under this Section 7.8, if upon learning of any such claim, action, suit, proceeding or investigation is commenced or instituted against any Indemnified Party (whether arising before or after the Effective Time)investigation, (i) the Indemnified Parties may retain counsel satisfactory to them and the Company (or satisfactory to them and CSLC and the Surviving Entity after the Effective Time); (ii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as reasonably itemized statements therefor are received; and (iii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall use best efforts to assist in the vigorous defense of any such matternotify Washington Mutual thereof, provided that neither the Company, CSLC nor the Surviving Entity shall be liable for any settlement of any claim effected without its written consent (which consent failure to so notify shall not unreasonably be withheld). Any Indemnified Party electing to claim indemnification affect the obligations of Washington Mutual under this Section 5.9, upon learning of any such Action, shall promptly notify the Company, CSLC or the Surviving Entity of such election 7.8 except (but the failure so to notify the Company shall not relieve it from any liability which it may have under this Section 5.9, except and only) to the extent such failure to notify materially prejudices it or if it otherwise forfeits substantive rights and defenses as a result of such failure), and shall deliver to the Company (or after the Effective Time, to CSLC and the Surviving Entity) the undertaking contemplated by applicable law. The Indemnified Parties as a group may retain only one firm of legal counsel to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict in respect of any significant issue between the positions of any two or more Indemnified PartiesWashington Mutual. (b) For Without limiting any of the obligations under paragraph (a) of this Section 7.8, Washington Mutual agrees that all rights to indemnification and all limitations of liability existing in favor of the Indemnified Parties as provided in Dime's Certificate of Incorporation or Bylaws or in the corresponding constituent documents of any of Dime's Subsidiaries as in effect as of the date of this Agreement with respect to matters occurring on or prior to the Effective Time shall survive the Merger and shall continue in full force and effect thereafter, without any amendment thereto; provided, however, that nothing contained in this Section 7.8(b) shall be deemed to preclude the liquidation, consolidation or merger of Dime or any Subsidiary thereof, in which case all of such rights to indemnification and limitations on liability shall be deemed to so survive and continue notwithstanding any such liquidation, consolidation or merger and shall constitute rights which may be asserted against Washington Mutual. Nothing contained in this Section 7.8(b) shall be deemed to preclude any rights to indemnification or limitations on liability provided in Washington Mutual's Articles of Incorporation or Bylaws or the similar governing documents of any of Washington Mutual's Subsidiaries with respect to matters occurring subsequent to the Effective Time to the extent that the provisions establishing such rights or limitations are not otherwise amended to the contrary. (c) Washington Mutual shall use its best efforts to cause the persons serving as officers and directors of Dime immediately prior to the Effective Time to be covered for a period of seven six (6) years after from the Effective Time, CSLC shall cause to be maintained in effect Closing Date by the current policies of directors' and officers' liability insurance policy or policies maintained by the Company and its Subsidiaries Washington Mutual (provided that CSLC may substitute therefor Washington Mutual's policy or policies of provide at least the same coverage and amounts containing terms and conditions which are in the aggregate no less advantageousadvantageous to such directors and officers of Dime than the terms and conditions of the existing directors' and officers' liability insurance policy of Dime, and provided further that in no event will Washington Mutual be required to expend in any one year an amount in excess of 200% of the annual premiums currently paid by Dime for such insurance (the "Insurance Amount"), and further provided, that if Washington Mutual is unable to maintain or obtain the insurance called for by this Section 7.8(c) as a result of the preceding proviso, Washington Mutual shall use its reasonable best efforts to obtain as much comparable insurance as available for the Insurance Amount) with respect to claims arising from facts acts or events which occurred before omissions occurring prior to the Effective Time to the extent available on commercially reasonable terms; provided, however, that CSLC shall not be obligated to incur which were committed by such officers and directors in excess of $400,000 in the aggregate under this Section 5.9(b). (c) their capacity as such. The provisions of this Section 5.9 7.8 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, Party and his or her heirs and his representatives.

Indemnification; Directors’ and Officers’ Insurance. (a) The Company shall, and from From and after the Effective Time, CSLC and in the Surviving Entity shallevent of any threatened or actual claim, indemnifyaction, defend and hold harmless each suit, proceeding or investigation, whether civil, criminal or administrative, in which any person who is now, or has been at any time prior to the date hereof has been of this Agreement, or who becomes prior to the Effective Time, an officer, a director or employee officer of the Company SIB or any of its Subsidiaries (the "Indemnified Parties") from and against (i) all lossesis, claimsor is threatened to be, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying made a party (which approval shall not unreasonably be withheld) of or in connection with any claim, action, suit, proceeding, case or investigation ("Action") based in whole or in part on or arising in whole or in part out of or in connection with the fact that such person is or was a director, officer or employee of the Company or any Subsidiary, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, at or after the Effective Time ("Indemnified Liabilities") and (ii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director or officer of SIB, any of its Subsidiaries or any of their respective predecessors or was prior to the Effective Time serving at the request of any such party as a director, officer, employee, fiduciary or agent of another corporation, partnership, trust or other enterprise (a list of which with respect to the directors and officers of SIB or any of its Subsidiaries as of the date of this Agreement is set forth in connection with Section 7.8(a) of the SIB Disclosure Schedule) or (ii) this Agreement, the Merger or any of the transactions contemplated hereby and all actions taken by an Indemnified Party in connection herewith, whether in any case asserted or therebyarising before or after the Effective Time, in each case ICBC shall indemnify and hold harmless, as and to the fullest extent a corporation is permitted under applicable law to indemnify its own directorsprovided in the certificate of incorporation and bylaws of SIB as in effect on the date of this Agreement, officers each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys' fees and employees, as the case may be and CSLC and the Surviving Entity, as the case may be, shall pay expenses in advance of the final disposition of any such action claim, suit, proceeding or proceeding investigation to each Indemnified Party to the fullest extent permitted under applicable by law upon receipt of an undertaking, to the extent required by the DGCL, from such Indemnified Party to repay such advanced expenses if it is determined by a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Party was not entitled to indemnification hereunder), judgments, fines and amounts paid in settlement in connection with any undertaking contemplated by applicable lawsuch threatened or actual claim, action, suit, proceeding or investigation. Without limiting the foregoingAny Indemnified Party wishing to claim indemnification under this Section 7.8, if upon learning of any such claim, action, suit, proceeding or investigation, shall notify ICBC thereof, provided that the failure to so notify shall not affect the obligations of ICBC under this Section 7.8 except (and only) to the extent such failure to notify materially prejudices ICBC. In the event of any such threatened or actual claim, action, suit, proceeding or investigation is commenced or instituted against any Indemnified Party (whether asserted or arising before or after the Effective Time), (i) the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with ICBC; provided, however, that (A) ICBC shall have the right to assume the defense thereof and upon such assumption ICBC shall not be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by any Indemnified Party in connection with the defense thereof, except that if (x) ICBC elects not to assume such defense or (y) counsel for the Indemnified Parties reasonably advises that there are issues which raise conflicts of interest between ICBC and the Company (or Indemnified Parties, then the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with ICBC, and CSLC and the Surviving Entity after the Effective Time); (ii) the Company (or after the Effective Time, CSLC and the Surviving Entity) ICBC shall pay all the reasonable fees and expenses of such counsel for the Indemnified Parties promptly as reasonably itemized statements therefor are received; and Parties, (iiiB) the Company ICBC shall in all cases be obligated pursuant to this paragraph to pay for only one firm of counsel (in addition to local counsel) for any action or after the Effective Timegroup of related actions for all Indemnified Parties, CSLC and the Surviving Entity(C) ICBC shall use best efforts to assist in the vigorous defense of any such matter, provided that neither the Company, CSLC nor the Surviving Entity shall not be liable for any settlement of any claim effected without its prior written consent (which consent shall not be unreasonably be withheld). Any ) and (D) ICBC shall have no obligation hereunder to any Indemnified Party electing to claim when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that indemnification under this Section 5.9, upon learning of any such Action, shall promptly notify the Company, CSLC or the Surviving Entity of such election (but Indemnified Party in the failure so to notify the Company shall not relieve it from any liability which it may have under this Section 5.9, except to the extent such failure materially prejudices it or if it otherwise forfeits substantive rights and defenses as a result of such failure), and shall deliver to the Company (or after the Effective Time, to CSLC and the Surviving Entity) the undertaking manner contemplated hereby is prohibited by applicable law. The Indemnified Parties as a group may retain only one firm of legal counsel to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict in respect of any significant issue between the positions of any two law or more Indemnified Partiesregulation. (b) For a period Nothing contained in Section 7.8(a) or any other provision of seven years this Agreement shall limit any right to indemnification which any current or former director, officer, employee or agent of SIB may have under applicable law or regulation or the SIB's Certificate of Incorporation, Bylaws or the equivalent documents of any Subsidiary of SIB, as applicable, in each case as in effect on the date hereof, which ICBC agrees to honor in accordance with their terms. Without limiting the foregoing, ICBC also agrees that the limitations on liability existing in favor of the Indemnified Parties in SIB's Certificate of Incorporation or the equivalent documents of any SIB Subsidiary as in effect on the date hereof with respect to matters occurring prior to the Effective Time shall survive the Merger and shall continue in full force and effect from and after the Effective Time, CSLC . (c) ICBC shall use its reasonable best efforts to cause the persons serving as officers and directors of SIB immediately prior to the Effective Time to be maintained in effect covered for a period of six (6) years from the current policies of Closing Date by the directors' and officers' liability insurance policy or policies maintained by the Company and its Subsidiaries ICBC (provided that CSLC may substitute therefor ICBC's policy or policies of provide at least the same coverage and amounts containing terms and conditions which are in the aggregate not materially less advantageous to such directors and officers of SIB than the terms and conditions of the existing directors' and officers' liability insurance policy of SIB, and provided further that in no less advantageousevent will ICBC be required to expend in any one year an amount in excess of 200% of the annual premiums currently paid by SIB for the insurance covering the officers and directors of SIB (the "Insurance Amount"), and provided, further, that if ICBC is unable to maintain or obtain the insurance called for by this Section 7.8(c) as a result of the preceding proviso, ICBC shall use its reasonable best efforts to obtain as much comparable insurance as available for the Insurance Amount) with respect to claims arising from facts acts or events which occurred before omissions occurring prior to the Effective Time to the extent available on commercially reasonable terms; provided, however, that CSLC shall not be obligated to incur which were committed by such officers and directors in excess of $400,000 in the aggregate under this Section 5.9(b)their capacity as such. (cd) The provisions of this Section 5.9 7.8 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, Party and his or her heirs and his representatives. (e) If ICBC or any of its successors or assigns shall consolidate with or merge into any other entity and shall not be the continuing or surviving entity of such consolidation or merger shall transfer all or substantially all of its assets to any other entity, then and in each case, proper provision shall be made so that the successors and assigns of ICBC shall assume the obligations set forth in this Section 7.8.

Indemnification; Directors’ and Officers’ Insurance. (a) The Company shall, and from and after the Effective Time, CSLC and the Surviving Entity shall, indemnify, defend and hold harmless each person who is now, or at any time prior to the date hereof has been or who becomes prior to the Effective Time, an officer, director or employee of the Company or any of its Subsidiaries (the "Indemnified Parties") from and against (i) all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not unreasonably be withheld) of or in connection with any claim, action, suit, proceeding, case or investigation ("Action") based in whole or in part on or arising in whole or in part out of or in connection with the fact that such person is or was a director, officer or employee of the Company or any Subsidiary, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, at or after the Effective Time ("Indemnified Liabilities") and (ii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of or in connection with this Agreement, the Merger or any of the transactions contemplated hereby or thereby, in each case to the fullest extent a corporation is permitted under applicable law to indemnify its own directors, officers and employees, as the case may be be, and CSLC and the Surviving Entity, as the case may be, shall pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the fullest extent permitted under applicable law upon receipt of any undertaking contemplated by applicable law. Without limiting the foregoing, if any such claim, action, suit, proceeding or investigation is commenced or instituted against any Indemnified Party (whether arising before or after the Effective Time), (i) the Indemnified Parties may retain counsel satisfactory to them and the Company (or satisfactory to them and CSLC and the Surviving Entity after the Effective Time); (ii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as reasonably itemized statements therefor are received; and (iii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall use best efforts to assist in the vigorous defense of any such matter, provided that neither the Company, CSLC nor the Surviving Entity shall be liable for any settlement of any claim effected without its written consent (which consent shall not unreasonably be withheld). Any Indemnified Party electing to claim indemnification under this Section 5.95.10, upon learning of any such Action, shall promptly notify the Company, CSLC or the Surviving Entity of such election (but the failure so to notify the Company shall not relieve it from any liability which it may have under this Section 5.95.10, except to the extent such failure materially prejudices it or if it otherwise forfeits substantive rights and defenses as a result of such failure), and shall deliver to the Company (or after the Effective Time, to CSLC and the Surviving Entity) the undertaking contemplated by applicable law. The Indemnified Parties as a group may retain only one firm of legal counsel to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict in respect of any significant issue between the positions of any two or more Indemnified Parties. (b) For a period of seven years after the Effective Time, CSLC shall cause to be maintained in effect the current policies of directors' and officers' liability insurance maintained by the Company and its Subsidiaries (provided that CSLC may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous) with respect to claims arising from facts or events which occurred before the Effective Time to the extent available on commercially reasonable terms; provided, however, that CSLC shall not be obligated to incur in excess of $400,000 in the aggregate under this Section 5.9(b). (c) The provisions of this Section 5.9 5.10 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his heirs and his representatives.

Indemnification; Directors’ and Officers’ Insurance. (a) The Company shall, and from From and after the Effective Time, CSLC Parent and the Surviving Entity shall, Corporation shall jointly and severally indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date hereof has been of this Agreement or who becomes prior to the Effective TimeTime a director, an officer, director employee or employee agent of the Company or any of its Subsidiaries (when acting in such capacity) (each individually an "Indemnified Party", and collectively, the "Indemnified ----------------- ----------- Parties") from ), against any costs or expenses (including reasonable attorneys' fees ------- and against (i) all expenses), judgments, settlement amounts, fines, losses, claims, damagesdemands, costsdamages or liabilities (collectively, expenses, liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not unreasonably be withheld"Costs") of or incurred in connection with any ----- claim, action, suit, proceedingproceeding or investigation, case whether civil, criminal or investigation administrative (each, a "ActionClaim") based in whole or in part on or arising in whole or in part out of or in connection with the fact that such person is or was a director, officer or employee of the Company or any Subsidiary, whether pertaining to any matter matters existing or occurring at or ----- prior to or after the Effective Time and Time, whether threatened, asserted or claimed prior to, at or after the Effective Time ("Indemnified Liabilities") and (ii) all Indemnified Liabilities Time, which is based in whole or in part on, or arising in whole or in part out of the fact that such person is or in connection with this Agreement, was a director (including as a member of the Merger Special Committee) or officer of the Company or any of its Subsidiaries including, without limitation, all Costs based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby or therebyhereby, in each case including the Offer and the Merger, to the fullest extent a corporation is that the Company would have been permitted under applicable law the DGCL and its certificate of incorporation, bylaws and other agreements in effect on the date hereof to indemnify its own directorssuch individual. Parent shall, officers and employees, as or shall cause the case may be and CSLC and Company (or the Surviving EntityCorporation after the Effective Time) to, as the case may be, shall pay expenses all Costs in advance of the final disposition of any such action or proceeding Claim to each Indemnified Party to the fullest extent permitted under applicable law upon provided in the Company's certificate of incorporation or bylaws as in effect on the date hereof, subject to receipt by Parent or the Company (or the Surviving Corporation after the Effective Time) of any an undertaking by or on behalf of such Indemnified Party contemplated by applicable lawSection 145(e) of the DGCL. Without limiting the generality or effect of the foregoing, if in the event any such claim, action, suit, proceeding or investigation Claim is commenced or instituted brought against any Indemnified Party (whether arising before or after the Effective Time)) and, (i) in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, there is a conflict on any significant issue between the position of the Company and an Indemnified Party, the Indemnified Parties may retain counsel of their choice, which counsel shall be reasonably satisfactory to them Parent and the Company (or satisfactory the Surviving Corporation after the Effective Time) (it being understood that Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP is acceptable to them Parent and CSLC the Company (and the Surviving Entity Corporation after the Effective Time); (ii) ), and Parent shall, or shall cause the Company (or the Surviving Corporation after the Effective Time) to, CSLC and the Surviving Entity) shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as reasonably itemized statements therefor are received; and (iii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall use best efforts to assist in the vigorous defense of any such matter, provided that neither the Company, CSLC nor the Surviving Entity shall be liable for any settlement of any claim effected without its written consent (which consent shall not unreasonably be withheld). Any Indemnified Party electing to claim indemnification under this Section 5.9, upon learning of any such Action, shall promptly notify the Company, CSLC or the Surviving Entity of such election (but the failure so to notify the Company shall not relieve it from any liability which it may have under this Section 5.9, except to the extent such failure materially prejudices it or if it otherwise forfeits substantive rights and defenses as a result of such failure), and shall deliver to the Company (or after the Effective Time, to CSLC and the Surviving Entity) the undertaking contemplated by applicable law. The Indemnified Parties as a group may not retain only more than one law firm of legal counsel (in addition to local counsel) to represent them with respect to each such matter unless there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict in respect of on any significant issue between the positions of any two or more Indemnified Parties. The Company, Parent and the Merger Sub (or the Surviving Corporation after the Effective Time) agree that all rights to indemnification, including provisions relating to advances of Costs incurred with respect to matters occurring through the Effective Time, shall survive six years from the Effective Time; provided, however, that all rights to indemnification in respect of any Claim asserted or made within such period shall continue until the disposition of such Claim. (b) For a period Any Indemnified Party wishing to claim indemnification under subsection (a) of seven years this Section 6.l0, upon learning of any such Claim, shall promptly notify Parent and the Surviving Corporation thereof (but the failure so to notify Parent and the Surviving Corporation shall not relieve them from any liability which they may have under this Section 6.10 except to the extent such failure materially prejudices such party). In the event of any such Claim (whether arising before or after the Effective Time), CSLC Parent and the Surviving Corporation shall cause have the right to assume the defense of any Claim for which an Indemnified Party is entitled to indemnification under subsection (a) of this Section 6.10 with counsel reasonably acceptable to such Indemnified Party (which right shall not affect the right of the Indemnified Parties to be maintained reimbursed for fees and expenses of separate counsel under the circumstances specified in effect Section 6.10(a)). Except as otherwise provided in this Section 6.10, neither the Parent nor the Surviving Corporation shall be liable to any such Indemnified Party for any legal expenses of other counsel or any other expenses incurred by such Indemnified Party in connection with the defense thereof after either the Parent or the Surviving Corporation, as the case may be, have assumed the defense of such Claim. The Indemnified Party will cooperate in all respects as reasonably requested by Parent or the Surviving Corporation, as the case may be, in the defense of any such matter and in connection therewith, shall be entitled to reimbursement by Parent of reasonable expenses incurred in connection therewith on a current policies basis. Neither Parent nor the Surviving Corporation, as the case may be, shall have any obligation hereunder to any Indemnified Party if and when a court shall ultimately determine, and such determination shall have become final and nonappealable, that the indemnification of such Indemnified Party in the manner contemplated by this Section 6.10 is prohibited by law. If such indemnity is not available with respect to any Indemnified Party, then Parent, the Company and the Merger Sub (or the Surviving Corporation after the Effective Date), on the one hand, and the Indemnified Party, on the other hand, shall contribute to the amount payable in such proportion as is appropriate to reflect relative faults and benefits. (c) The Company shall purchase, and Parent shall reimburse the Company at the Closing for the fully prepaid premium expense incurred for "Prior Acts" Directors' & Officers' Liability Insurance to be effective with the signing of this Agreement. It is agreed the policy term will be for six years from the date of this Agreement without restriction as to when any alleged or actual wrongful acts or omissions may have occurred up to and including the date of sale of the FD Shares to Merger Sub pursuant to the Offer. The policy limits combining both coverage agreements A & B (individual directors & officers liability insurance and corporate reimbursement coverage) will be no less than $25 million limits for the policy term with no more than a $250,000 deductible for coverage B (corporate reimbursement coverage). The corporate reimbursement coverage part is to be extended to provide indemnity to the Company, FD and Parent for their obligations, if any, to indemnify the individual directors and officers of the Company, including its predecessor or successor names, if any, for the Company directors' and officers' actual or alleged acts, errors or omissions committed prior to or on the date of sale of the FD Shares to Merger Sub. Other terms and conditions are to be no less advantageous to the intended beneficiaries thereof than FD's existing directors' and officers' liability coverage. This insurance maintained by the Company and its Subsidiaries (provided that CSLC may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous) with respect policy is also to claims arising from facts be primary to any other insurance or events which occurred before the Effective Time indemnity obligation owed to the extent available on commercially reasonable terms; providedindividuals from any of the parties to this Agreement. The Company shall not, howeverwithout prior written consent of Parent, that CSLC shall not purchase such coverage if the total cost of the coverage exceeds $200,000. This insurance is to be obligated to incur in excess noncancellable except for the nonpayment of $400,000 in premium or the aggregate under this Section 5.9(b)ultimate failure of the FD Shares being purchased by Merger Sub. (cd) The provisions of this Section 5.9 6.10 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Party, his Parties and their respective heirs and his representativesestates. Nothing in this Section 6.10 shall limit in any way any other rights to indemnification that any current or former director or officer of the Company or any of its Subsidiaries may have by contract or otherwise. (e) Without limiting the effect of subsections (a) or (c) of this Section 6.10, from and after the Effective Time, the Surviving Corporation shall fulfill, assume and honor in all respects the obligations of the Company or any of its Subsidiaries pursuant to the Company's or any of its Subsidiaries certificate of incorporation, bylaws and any indemnification agreement between the Company or any of its Subsidiaries which is set forth on Schedule 6.10 and ------------- any of their respective directors and officers existing and in force as of the Effective Time. The Surviving Corporation agrees that the indemnification obligations set forth in the Company's certificate of incorporation and bylaws, in each case as of the date of this Agreement, shall survive the Merger (and, as of or prior to the Effective Time, Parent shall cause the bylaws of Merger Sub to reflect such provisions). No subsequent amendment of the provisions of the bylaws of the Surviving Corporation shall affect the indemnification obligations of Parent or the Surviving Corporation in any manner that would adversely affect the rights of the Indemnified Parties under this Section 6.10. (f) If Parent or the Surviving Corporation 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 corporation or Person of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any Person, then and in each such case, proper provisions shall be made so that the successors and assigns of the Parent and Surviving Corporation shall assume all of the obligations set forth in this Section 6.10.

Indemnification; Directors’ and Officers’ Insurance. (a) The Company shallIn the event of any threatened or actual claim, and from and after the Effective Timeaction, CSLC and the Surviving Entity shallsuit, indemnifyproceeding or investigation, defend and hold harmless each whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any person who is now, or has been at any time prior to the date hereof has been of this Agreement, or who becomes prior to the Effective Time, an officer, a director or employee officer of the Company CBI or any of its Subsidiaries (the "Indemnified Parties") from and against (i) all lossesis, claimsor is threatened to be, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying made a party (which approval shall not unreasonably be withheld) of or in connection with any claim, action, suit, proceeding, case or investigation ("Action") based in whole or in part on or arising in whole or in part out of or in connection with the fact that such person is or was a director, officer or employee of the Company or any Subsidiary, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, at or after the Effective Time ("Indemnified Liabilities") and (ii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director or officer of CBI, any of the CBI Subsidiaries or in connection with any of their respective predecessors or (ii) this Agreement, the Merger CBI Option Agreement, or any of the transactions contemplated hereby or thereby, whether in each any case asserted or arising before or after the Effective Time, the parties hereto agree to cooperate and use their best efforts to defend against and respond thereto. It is understood and agreed that after the Effective Time, Bancorp shall indemnify and hold harmless, as and to the fullest extent a corporation is permitted under applicable law to indemnify its own directorsby law, officers each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorney's fees and employees, as the case may be and CSLC and the Surviving Entity, as the case may be, shall pay expenses in advance of the final disposition of any such action claim, suit, proceeding or proceeding investigation to each Indemnified Party to the fullest extent permitted under applicable by law upon receipt of any undertaking required by applicable law), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, proceeding or investigation and in the event of any such threatened or actual claim, action, suit, proceeding, or investigation (whether asserted or arising before or after the Effective Time), the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with Bancorp; provided, however, that (1) Bancorp shall have the right to assume the defense thereof and upon such assumption Bancorp shall not be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by any Indemnified Party in connection with the defense thereof, except that if Bancorp elects not to assume such defense or counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are issues which raise conflicts of interest between Bancorp and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with Bancorp, and Bancorp shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties, (2) Bancorp shall be obligated pursuant to this paragraph to pay for only one firm of counsel for all Indemnified Parties, unless an Indemnified Party shall have reasonably concluded, based on the advice of counsel, that in order to be adequately represented, separate counsel is necessary for such Indemnified Party, in which case, Bancorp shall be obligated to pay for such separate counsel, (3) Bancorp shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld) and (4) Bancorp shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. Without limiting the foregoingAny Indemnified Party wishing to claim Indemnification under this Section 6.8, if upon learning of any such claim, action, suit, proceeding or investigation is commenced or instituted against any Indemnified Party (whether arising before or after the Effective Time)investigation, (i) the Indemnified Parties may retain counsel satisfactory to them and the Company (or satisfactory to them and CSLC and the Surviving Entity after the Effective Time); (ii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as reasonably itemized statements therefor are received; and (iii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall use best efforts to assist in the vigorous defense of any such matternotify Bancorp thereof, provided that neither the Company, CSLC nor the Surviving Entity shall be liable for any settlement of any claim effected without its written consent (which consent failure to so notify shall not unreasonably be withheld). Any Indemnified Party electing to claim indemnification affect the obligations of Bancorp under this Section 5.9, upon learning of any such Action, shall promptly notify the Company, CSLC or the Surviving Entity of such election (but the failure so to notify the Company shall not relieve it from any liability which it may have under this Section 5.9, 6.8 except to the extent such failure to notify materially prejudices it or if it otherwise forfeits substantive rights Bancorp. Bancorp's obligations under this Section 6.8 continue in full force and defenses as effect for a result period of such failure), and shall deliver to the Company six (or after 6) years from the Effective Time; provided, however, that all rights to CSLC and the Surviving Entity) the undertaking contemplated by applicable law. The Indemnified Parties as a group may retain only one firm of legal counsel to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict indemnification in respect of any significant issue between claim (a "Claim") asserted or made within such period shall continue until the positions final disposition of such Claim and provided further that Bancorp shall have the right of set-off against any two or more Indemnified Parties. (b) For a period of seven years after the Effective Time, CSLC shall cause payments required to be maintained in effect made by Bancorp to an Indemnified Party pursuant to this Section 6.8(a) to the current policies of extent that such Indemnified Party shall have received the indemnification to which such Indemnified Party is entitled from an insurer under a directors' and officers' liability insurance policy maintained by CBI or Bancorp. Notwithstanding the Company foregoing provisions of this Section 6.8(a), Bancorp shall have no obligation to indemnify the Indemnified Parties (or advance expenses to them) except to the extent they would be entitled to such indemnification (or advance) under the provisions of Bancorp's Articles of Incorporation or Bylaws or any agreement to which Bancorp is a party as in effect on the date of this Agreement if such Indemnified Parties had been officers or directors of Bancorp at the time of the event giving rise to such indemnification. (b) Bancorp shall use its best efforts to cause the persons serving as officers and its Subsidiaries directors of CBI immediately prior to the Effective Time to be covered for a period of six (6) years from the Effective Time by the directors' and officers' liability insurance policy maintained by Bancorp, if any (provided that CSLC Bancorp may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which that are no not less advantageousadvantageous than such policy) with respect to claims arising from facts acts or events which occurred before omissions occurring prior to the Effective Time to the extent available on commercially reasonable termswhich were committed by such officers and directors in their capacity as such; provided, however, that CSLC in no event shall not Bancorp be obligated required to incur in excess expend more than 200 percent of $400,000 in the aggregate under current amount expended by CBI (the "Insurance Amount") to maintain or procure insurance coverage pursuant hereto and further provided that if Bancorp is unable to maintain or obtain the insurance called for by this Section 5.9(b6.8(b), Bancorp shall use its best efforts to obtain as much comparable insurance as is available for the Insurance Amount. (c) In the event Bancorp or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Bancorp assume the obligations set forth in this section. (d) The provisions of this Section 5.9 6.8 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, Party and his or her heirs and his representatives.

Indemnification; Directors’ and Officers’ Insurance. (a) The Company shall, and from From and after the Effective Time, CSLC and in the Surviving Entity shallevent of any claim, indemnifyaction, defend and hold harmless each suit, proceeding or investigation, whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any person who is now, or has been at any time prior to the date hereof has been of this Agreement, or who becomes prior to the Effective Time, an officer, a director or employee officer of the Company Providian or any of its Subsidiaries (the "“Indemnified Parties"”) from and against (i) all lossesis, claimsor is threatened to be, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying made a party (which approval shall not unreasonably be withheld) of or in connection with any claim, action, suit, proceeding, case or investigation ("Action") based in whole or in part on or arising in whole or in part out of or in connection with the fact that such person is or was a director, officer or employee of the Company or any Subsidiary, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, at or after the Effective Time ("Indemnified Liabilities") and (ii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director, officer or employee of Providian, any of its Subsidiaries or in connection with any of their respective predecessors or was prior to the Effective Time serving at the request of any such party as a director, officer, employee, fiduciary or agent of another corporation, partnership, trust or other enterprise or (ii) this Agreement, the Merger or any of the transactions contemplated hereby and all actions taken by an Indemnified Party in connection herewith, whether in any case asserted or therebyarising before or after the Effective Time, in Washington Mutual shall indemnify and hold harmless each case such Indemnified Party, to the fullest extent a corporation is permitted to which such Indemnified Party would be entitled under applicable law to indemnify its own directors, officers and employees, as the case may be and CSLC and the Surviving EntityBy-Laws of Providian as in effect on the date of this Agreement, as the case may beagainst any losses, shall pay claims, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and expenses in advance of the final disposition of any such action claim, suit, proceeding or proceeding investigation to each Indemnified Party to the fullest extent permitted under applicable by law upon receipt of any undertaking contemplated an undertaking, to the extent required by applicable law, from such Indemnified Party to repay such advanced expenses if it is determined by a final and non-appealable judgment of a court of competent jurisdiction that such Indemnified Party was not entitled to indemnification hereunder), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, proceeding or investigation. Without limiting the foregoingAny Indemnified Party wishing to claim indemnification under this Section 7.8, if upon learning of any such claim, action, suit, proceeding or investigation is commenced or instituted against any Indemnified Party (whether arising before or after the Effective Time)investigation, (i) the Indemnified Parties may retain counsel satisfactory to them and the Company (or satisfactory to them and CSLC and the Surviving Entity after the Effective Time); (ii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as reasonably itemized statements therefor are received; and (iii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall use best efforts to assist in the vigorous defense of any such matternotify Washington Mutual thereof, provided that neither the Company, CSLC nor the Surviving Entity shall be liable for any settlement of any claim effected without its written consent (which consent failure to so notify shall not unreasonably be withheld). Any Indemnified Party electing to claim indemnification affect the obligations of Washington Mutual under this Section 5.9, upon learning of any such Action, shall promptly notify the Company, CSLC or the Surviving Entity of such election 7.8 except (but the failure so to notify the Company shall not relieve it from any liability which it may have under this Section 5.9, except and only) to the extent such failure to notify materially prejudices it or if it otherwise forfeits substantive rights and defenses as a result of such failure), and shall deliver to the Company (or after the Effective Time, to CSLC and the Surviving Entity) the undertaking contemplated by applicable law. The Indemnified Parties as a group may retain only one firm of legal counsel to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict in respect of any significant issue between the positions of any two or more Indemnified PartiesWashington Mutual. (b) For Without limiting any of the obligations under paragraph (a) of this Section 7.8, Washington Mutual agrees that all rights to indemnification and all limitations of liability existing in favor of the Indemnified Parties as provided in Providian’s Certificate of Incorporation or Bylaws or in the corresponding constituent documents of any of Providian’s Subsidiaries as in effect as of the date of this Agreement with respect to matters occurring on or prior to the Effective Time shall survive the Merger and shall continue in full force and effect thereafter, without any amendment thereto; provided, however, that nothing contained in this Section 7.8(b) shall be deemed to preclude the liquidation, consolidation or merger of Providian or any Subsidiary thereof, in which case all of such rights to indemnification and limitations on liability shall be deemed to so survive and continue notwithstanding any such liquidation, consolidation or merger and shall constitute rights which may be asserted against Washington Mutual. (c) Washington Mutual shall use its best efforts to cause the persons serving as officers and directors of Providian immediately prior to the Effective Time to be covered for a period of seven six (6) years after from the Effective Time, CSLC shall cause to be maintained in effect Closing Date by the current policies of directors' ’ and officers' ’ liability insurance policy or policies maintained by the Company and its Subsidiaries Providian (provided that CSLC (x) Washington Mutual may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are in the aggregate no less advantageousadvantageous to such directors and officers of Providian than the terms and conditions of the existing directors’ and officers’ liability insurance policy of Providian, and (y) in no event will Washington Mutual be required to expend in any one year an amount in excess of 200% of the annual premiums currently paid by Providian for such insurance (the “Insurance Amount”), and provided further, that if Washington Mutual is unable to maintain or obtain the insurance called for by this Section 7.8(c) as a result of the preceding clause (y), Washington Mutual shall use its reasonable best efforts to obtain as much comparable insurance as available for the Insurance Amount) with respect to claims arising from facts acts or events which occurred before omissions occurring prior to the Effective Time to the extent available on commercially reasonable terms; provided, however, that CSLC shall not be obligated to incur which were committed by such officers and directors in excess of $400,000 in the aggregate under this Section 5.9(b)their capacity as such. (cd) The provisions of this Section 5.9 7.8 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, Party and his or her heirs and his representatives.

Indemnification; Directors’ and Officers’ Insurance. (a) The Company shallIn the event of any threatened or actual claim, and from and after the Effective Timeaction, CSLC and the Surviving Entity shallsuit, indemnifyproceeding or investigation, defend and hold harmless each person whether civil, criminal or administrative, including, without limitation, any such claim, action, suit, proceeding or investigation in which any individual who is now, or has been at any time prior to the date hereof has been of this Agreement, or who becomes prior to the Effective Time, an officer, a director or officer or employee of the Company BANC ONE, FCN, Newco or any of its Subsidiaries their respective Subsidiaries, including any entity specified in the BANC ONE Disclosure or the FCN Disclosure Schedule (the "Indemnified Parties") from and against (i) all losses), claimsis, damagesor is threatened to be, costs, expenses, liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying made a party (which approval shall not unreasonably be withheld) of or in connection with any claim, action, suit, proceeding, case or investigation ("Action") based in whole or in part on or arising in whole or in part out of or in connection with the fact that such person is or was a director, officer or employee of the Company or any Subsidiary, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, at or after the Effective Time ("Indemnified Liabilities") and (ii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director, officer or employee of BANC ONE, FCN, Newco any of their respective Subsidiaries or any entity specified in connection with the BANC ONE Disclosure Schedule or the FCN Disclosure Schedule or any of their respective predecessors or (ii) this Agreement, the Merger Option Agreements or any of the transactions contemplated hereby or thereby, whether in each any case asserted or arising before or after the Effective Time, the parties hereto agree to cooperate and use their best efforts to defend against and respond thereto. It is understood and agreed that after the Effective Time, Newco shall indemnify and hold harmless, as and to the fullest extent a corporation is permitted under applicable law to indemnify its own directorsby law, officers each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorney's fees and employees, as the case may be and CSLC and the Surviving Entity, as the case may be, shall pay expenses in advance of the final disposition of any such action claim, suit, proceeding or proceeding investigation to each Indemnified Party to the fullest extent permitted under applicable by law upon receipt of any undertaking required by applicable law), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether asserted of arising before or after the Effective Time); and Newco, after consultation with an Indemnified Party, shall retain counsel and direct the defense thereof, provided, however, that by virtue of the obligations herein set forth, Newco shall not be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses incurred by any Indemnified Party in connection with the defense thereof, except that if Newco fails or elects not to assume such defense or counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are issues which raise conflicts of interest between Newco and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with Newco, and Newco shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties, (B) Newco shall be obligated pursuant to this paragraph to pay for only one firm of counsel for all Indemnified Parties, unless an Indemnified Party shall have reasonably concluded, based on the advice of counsel and after consultation with Newco, that in order to be adequately represented, separate counsel is necessary for such Indemnified Party, in which case, Newco shall be obligated to pay for such separate counsel, (C) Newco shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld) and (D) Newco shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. Without limiting the foregoingAny Indemnified Party wishing to claim Indemnification under this Section 7.8, if upon learning of any such claim, action, suit, proceeding or investigation is commenced or instituted against any Indemnified Party (whether arising before or after the Effective Time)investigation, (i) the Indemnified Parties may retain counsel satisfactory to them and the Company (or satisfactory to them and CSLC and the Surviving Entity after the Effective Time); (ii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as reasonably itemized statements therefor are received; and (iii) the Company (or after the Effective Time, CSLC and the Surviving Entity) shall use best efforts to assist in the vigorous defense of any such matternotify Newco thereof, provided that neither the Company, CSLC nor the Surviving Entity shall be liable for any settlement of any claim effected without its written consent (which consent failure to so notify shall not unreasonably be withheld). Any Indemnified Party electing to claim indemnification affect the obligations of Newco under this Section 5.9, upon learning of any such Action, shall promptly notify the Company, CSLC or the Surviving Entity of such election (but the failure so to notify the Company shall not relieve it from any liability which it may have under this Section 5.9, 7.8 except to the extent such failure to notify materially prejudices it or if it otherwise forfeits substantive rights Newco. Newco's obligations under this Section 7.8 continue in full force and defenses as effect for a result period of such failure), and shall deliver to six years from the Company Effective Time (or after the Effective Timeperiod of the applicable statute of limitations, if longer); provided, however, that all rights to CSLC and the Surviving Entity) the undertaking contemplated by applicable law. The Indemnified Parties as a group may retain only one firm of legal counsel to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict indemnification in respect of any significant issue between claim (a "Claim") asserted or made within such period shall continue until the positions final disposition of any two or more Indemnified Partiessuch Claim. (b) For BANC ONE (and Newco, from and after the First Effective Time) shall use its best efforts to cause the individuals serving as officers and directors of FCN, its Subsidiaries or any entity specified in the FCN Disclosure Schedule immediately prior to the Effective Time to be covered for a period of seven six (6) years after from the Effective TimeTime (or the period of the applicable statute of limitations, CSLC shall cause to be maintained in effect if longer) by the current policies of directors' and officers' liability insurance policy maintained by the Company and its Subsidiaries FCN (provided that CSLC Newco may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no not less advantageousadvantageous than such policy) with respect to claims arising from facts acts or events which occurred before omissions occurring prior to the Effective Time to the extent available on commercially reasonable termswhich were committed by such officers and directors in their capacity as such; provided, however, that CSLC in no event shall not Newco be obligated required to incur in excess expend more than 200% of $400,000 in the aggregate under current amount expended by FCN (the "Insurance Amount") to maintain or procure insurance coverage pursuant hereto and provided further that if Newco is unable to maintain or obtain the insurance called for by this Section 5.9(b7.8(b), Newco shall use its best efforts to obtain as much comparable insurance as available for the Insurance Amount. (c) In the event Newco or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Newco assume the obligations set forth in this section. (d) The provisions of this Section 5.9 7.8 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, Party and his or her heirs and his representatives.