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

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective Time, TopCo shall indemnify, defend and hold harmless each current or former director or officer of Mountain (each, together with such person’s heirs, executors or administrators, a “D&O Persons”) against any Losses suffered or incurred in connection with, arising out of or otherwise related to any actual or alleged Proceeding or any other matters existing or occurring at or prior to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, including in connection with (i) the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any D&O Persons, in each case, to the fullest extent that Mountain or any of its Affiliates would have been permitted under Mountain’s Governing Documents as of the date hereof and applicable Law to indemnify such D&O Persons, and TopCo shall also advance expenses to such D&O Persons as incurred to the fullest extent permitted to do so under Mountain’s Governing Documents in effect as of the date of this Agreement and applicable Law. Without limiting the foregoing, TopCo agrees that all rights to exculpation, indemnification and advancement of expenses existing as of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing and shall continue in full force and effect. For a period of six years after the Closing Date, TopCo shall cause the Surviving Company to maintain in effect the exculpation, indemnification and advancement of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15. (b) Prior to the Merger Effective Time, Mountain shall and, if Mountain is unable to, TopCo shall (or shall cause the Surviving Company to) purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring at or prior to the Closing covering each D&O Person on terms with respect to terms, conditions, coverage, deductibles, limits of liability and amounts that are no less favorable to such person than those of such policy in effect on the date of this Agreement for the six year period following the Closing. TopCo shall cause the Surviving Company to maintain the D&O Tail in full force and effect for its full term in accordance with this Section 6.15(b). (c) The rights of each D&O Person hereunder shall be in addition to, and not in limitation of, any other rights such Person may have under the Governing Documents of Mountain or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) under this Section 6.15 shall not be terminated or modified in such a manner as to adversely affect any D&O Person without the consent of such D&O Person. The provisions of this Section 6.15 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15. (d) If any of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) or any of their respective successors or assigns (i) consolidates with or merges with or into any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, proper provision shall be made so that the successors and assigns of the applicable Group Company assumes the obligations set forth in this Section 6.15.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after Prior to the Company Merger Effective Time, TopCo the Company shall bind, effective at the Company Merger Effective Time, extended coverage under the Company’s officers’ and directors’ liability insurance policy by obtaining a prepaid six-year “tail”/extended period on the Company’s existing officers’ and directors’ liability insurance policies (or with insurers on terms and conditions no less favorable than such policies), which prepaid policies provide such Persons currently covered by such policies with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Company Merger Effective Time, for an overall additional premium not to exceed 300% of the total annual premiums at the last renewal; provided, that the Company shall reasonably cooperate and consult with Parent prior to the purchase of any such tail policy; provided, further, that if Parent can procure a “tail” policy on superior terms or on equivalent terms, but at a lower price, as compared to any such policy that may be procured by the Company, then, subject to Schedule 7.9(a) of the Company Disclosure Letter, Parent may obtain such policy effective as of the Company Merger Effective Time, in which case the Company shall not obtain such policy. The Surviving Company shall (and Parent shall cause the Surviving Company to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder. (b) To the extent permitted by applicable Law, during the period commencing as of the Company Merger Effective Time and ending on the sixth anniversary of the Company Merger Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to: (i) indemnify, defend and hold harmless each current or former director manager, director, officer and trustee of the Company or officer any Subsidiary of Mountain the Company (each, together with such person’s heirsan “Indemnified Party” and, executors or administratorscollectively, a the “D&O PersonsIndemnified Parties”) against and from any Losses suffered costs or incurred expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection withwith any Action to the extent such Action arises out of or pertains to any action or omission or alleged action or omission in such Indemnified Party’s capacity as a manager, director, officer or trustee of the Company or any Subsidiary of the Company arising out of actions or otherwise related to any actual or alleged Proceeding or any other matters existing or omissions occurring at or prior to the Company Merger Effective Time, Time (and whether asserted or claimed prior to, at or after the Company Merger Effective Time), including in connection such alleged acts or omissions with (i) respect to this Agreement or any of the Transactionstransactions contemplated by this Agreement, including the Mergers; and (ii) actions to enforce this provision or any other indemnification or advancement right pay in advance of the final disposition of any D&O Personssuch Action the expenses (including reasonable attorneys’ fees and any expenses incurred by any Indemnified Party in connection with enforcing any rights with respect to indemnification) of any Indemnified Party without the requirement of any bond or other security, in each case, to the fullest extent that Mountain or any of its Affiliates would have been permitted under Mountain’s Governing Documents as of the date hereof and applicable Law to indemnify such D&O Persons, and TopCo shall also advance expenses to such D&O Persons as incurred case to the fullest extent permitted by Law, but subject to do so Parent’s or the Surviving Company’s receipt of an undertaking by or on behalf of such Indemnified Party to repay such amount if it shall ultimately be determined that such Indemnified Party is not entitled to be indemnified. Notwithstanding anything to the contrary set forth in this Agreement, Parent or the Surviving Company, as applicable, (i) shall not settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, action, suit or proceeding against, or investigation of, any Indemnified Party for which indemnification may be sought under Mountainthis Section 7.9(b) without the Indemnified Party’s Governing Documents prior written consent (which consent may not be unreasonably withheld, delayed or conditioned) unless such settlement, compromise, consent or termination includes an unconditional release of such Indemnified Party from all liability arising out of such claim, action, suit, proceeding or investigation, (ii) shall not be liable for any settlement effected without Parent’s or the Surviving Company’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) shall not have any obligation hereunder to any Indemnified Party to the extent that a court of competent jurisdiction shall determine in effect as a final and non-appealable order that such Indemnified Party is not entitled to indemnification, in which case the Indemnified Party shall promptly refund to Parent or the Surviving Company the amount of all such expenses theretofore advanced pursuant hereto, and (iv) shall not be obligated to pay the fees and expenses of more than one legal counsel (selected by a plurality of the date applicable Indemnified Parties) for all Indemnified Parties in any jurisdiction with respect to any single legal action, except to the extent that, on the advice of any such Indemnified Party’s counsel, two or more of such Indemnified Parties shall have conflicting interests in the outcome of such action. Parent’s and the Surviving Company’s obligations under this Agreement and applicable Law. Without limiting the foregoing, TopCo agrees that all rights to exculpation, indemnification and advancement of expenses existing as of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing and Section 7.9(b) shall continue in full force and effect. For effect for a period of six years after from the Closing Date, TopCo shall cause the Surviving Company to maintain in effect the exculpation, indemnification and advancement of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunderMerger Effective Time; provided, however, that all rights to exculpationindemnification, indemnification or exculpation and advancement of expenses in respect of any Proceeding pending or claim asserted or any claim made within such period shall continue until the final disposition of such Proceeding or resolution of such claim. From and after . (c) To the Closingextent permitted by applicable Law, TopCo shall cause all of its Subsidiaries and the Surviving Company shall, and Parent agrees to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15. (b) Prior to the Merger Effective Time, Mountain shall and, if Mountain is unable to, TopCo shall (or shall cause the Surviving Company to) purchase a “tail” or “runoff” directors’ , during the period commencing as of the Company Merger Effective Time and officers’ liability insurance policy (ending on the “D&O Tail”) in respect sixth anniversary of the Company Merger Effective Time, honor all rights to indemnification, advancement and exculpation from liabilities for acts or omissions occurring at or prior to the Closing covering each D&O Person Company Merger Effective Time now existing in favor of the Indemnified Parties as currently provided in (i) the Governing Documents, and (ii) indemnification agreements between the Company and any Indemnified Party as scheduled on terms with respect to terms, conditions, coverage, deductibles, limits Schedule 7.9(c) of liability and amounts that are no less favorable to such person than those the Company Disclosure Letter. For a period of such policy in effect on the date of this Agreement for the six year period years following the Closing. TopCo shall cause the Surviving Company to maintain the D&O Tail in full force and effect for its full term in accordance with this Section 6.15(b). (c) The rights of each D&O Person hereunder shall be in addition to, and not in limitation of, any other rights such Person may have under the Governing Documents of Mountain or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance governing documents of doubt, TopCo Parent and the Surviving Company) under this Section 6.15 equivalent governing or organizational documents of any applicable Subsidiary of Parent or the Company shall not be terminated amended, repealed or otherwise modified for a period of six years following the Company Merger Effective Time in any manner that would adversely modify these rights, unless such a manner as modification shall be required by applicable Law and then only to adversely affect any D&O Person without the consent of such D&O Person. The provisions of this Section 6.15 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15minimum extent required by Law. (d) If any of the Group Companies (which includes at Parent or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) Company or any of their respective successors or assigns (i) consolidates with or merges with or into any other Person and is shall not be the continuing or surviving corporation, partnership or other entity of such consolidation or merger merger; or (ii) liquidates, dissolves or winds-up, or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Parent or the applicable Group Company assumes Surviving Company, as applicable, assume the obligations set forth in this Section 6.157.9. (e) The provisions of this Section 7.9 are intended to be for the express benefit of, and shall be enforceable by, each Indemnified Party (who are intended third-party beneficiaries of this Section 7.9 effective following the Closing), his or her heirs and his or her personal representatives, shall be binding on all successors and assigns of the Company, Parent and the Surviving Company. The obligations of Parent and the Surviving Company under this Section 7.9 shall not be terminated or modified in such a manner as to adversely affect in any material respect the rights of any Indemnified Party 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. Nothing in this Agreement, including this Section 7.9, is intended to, shall (i) be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company, any Subsidiaries of the Company or the Indemnified Parties, it being understood and agreed that the indemnification provided for in this Section 7.9 is not prior to, or in substitution for, any such claims under any such policies or (ii) impair or limit any other rights an Indemnified Party may have to indemnification, advancement, or exculpation pursuant to applicable Law, written agreements, or current or former Governing Documents.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective Time, TopCo the Surviving Entity shall indemnify, defend indemnify and hold harmless and shall advance expenses as incurred, in each current case to the extent (subject to applicable law) such persons are indemnified as of the date of this Agreement by TCBI pursuant to the TCBI Certificate of Incorporation, the TCBI Bylaws, the governing or organizational documents of any Subsidiary of TCBI and any indemnification agreements in existence as of the date hereof and disclosed in Section 6.7(a) of the TCBI Disclosure Schedule, each present and former director director, officer or officer employee of Mountain TCBI and its Subsidiaries (eachcollectively, together with such person’s heirs, executors or administrators, a the “D&O PersonsTCBI Indemnified Parties”) against any Losses suffered costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, damages or liabilities incurred in connection withwith any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising before or after the Effective Time, arising out of the fact that such person is or otherwise related to any actual was a director, officer or alleged Proceeding employee of TCBI or any other of its Subsidiaries and pertaining to matters existing or occurring at or prior to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, including the transactions contemplated by this Agreement; provided, that in connection with (i) the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right case of any D&O Persons, in each case, to the fullest extent that Mountain or any of its Affiliates would have been permitted under Mountain’s Governing Documents as of the date hereof and applicable Law to indemnify such D&O Persons, and TopCo shall also advance expenses to such D&O Persons as incurred to the fullest extent permitted to do so under Mountain’s Governing Documents in effect as of the date of this Agreement and applicable Law. Without limiting the foregoing, TopCo agrees that all rights to exculpation, indemnification and advancement of expenses, any TCBI Indemnified Party to whom expenses existing as of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing and shall continue in full force and effect. are advanced provides an undertaking to repay such advances if it is ultimately determined that such TCBI Indemnified Party is not entitled to indemnification. (b) For a period of six (6) years after the Closing DateEffective Time, TopCo the Surviving Entity shall cause the Surviving Company to maintain be maintained in effect the exculpation, indemnification and advancement current policies of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15. (b) Prior to the Merger Effective Time, Mountain shall and, if Mountain is unable to, TopCo shall (or shall cause the Surviving Company to) purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy maintained by TCBI (provided, that the Surviving Entity 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 which occurred at or before the Effective Time; provided, however, that the Surviving Entity shall not be obligated to expend, on an annual basis, an amount in excess of 300% of the current annual premium paid as of the date hereof by TCBI for such insurance (the “D&O TailPremium Cap”), and if such premiums for such insurance would at any time exceed the Premium Cap, then the Surviving Entity shall cause to be maintained policies of insurance which, in the Surviving Entity’s good faith determination, provide the maximum coverage available at an annual premium equal to the Premium Cap. In lieu of the foregoing, IBTX or TCBI, in consultation with, but only upon the consent of IBTX, may (and at the request of IBTX, TCBI shall use its reasonable best efforts to) in respect of acts or omissions occurring obtain at or prior to the Closing covering each D&O Person on terms with respect Effective Time a six (6)-year “tail” policy under TCBI’s existing directors’ and officers’ insurance policy providing equivalent coverage to termsthat described in the preceding sentence if and to the extent that the same may be obtained for an amount that, conditionsin the aggregate, coverage, deductibles, limits of liability and amounts that are no less favorable to such person than those of such policy in effect on does not exceed the date of this Agreement for the six year period following the Closing. TopCo shall cause the Surviving Company to maintain the D&O Tail in full force and effect for its full term in accordance with this Section 6.15(b)Premium Cap. (c) The rights of each D&O Person hereunder shall be in addition to, and not in limitation of, any other rights such Person may have under the Governing Documents of Mountain or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of the Group Companies (which includes at Surviving Entity, TCBI or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) IBTX under this Section 6.15 6.7 shall not be terminated or modified after the Effective Time in such a manner so as to adversely affect any D&O Person TCBI Indemnified Party without the prior written consent of such D&O Person. the affected TCBI Indemnified Party. (d) The provisions of this Section 6.15 6.7 shall survive the Closing Effective Time and expressly are intended to benefitbe for the benefit of, and are shall be enforceable by, each of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15. (d) TCBI Indemnified Party and his or her heirs and representatives. If any of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) Entity or any of their respective its successors or assigns (i) consolidates with or merges with or into any other Person person and is not the continuing or surviving entity of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties and assets or deposits to any Personother person or engages in any similar transaction, then, then in each such case, the Surviving Entity will cause proper provision shall to be made so that the successors and assigns of the applicable Group Company assumes Surviving Entity will expressly assume the obligations set forth in this Section 6.156.7.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective Time, TopCo the Surviving Entity shall indemnify, defend indemnify and hold harmless and shall advance expenses as incurred, in each current case to the extent (subject to applicable law) such persons are indemnified as of the date of this Agreement by Discover pursuant to the Discover Charter, the Discover Bylaws, the governing or organizational documents of any Subsidiary of Discover and any indemnification agreements in existence as of the date hereof and disclosed in Section 6.7(a) of the Discover Disclosure Schedule, each present and former director director, officer or officer employee of Mountain Discover and its Subsidiaries (eachin each case, together with when acting in such person’s heirscapacity) (collectively, executors or administrators, a the “D&O PersonsDiscover Indemnified Parties”) against any Losses suffered costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, damages or liabilities incurred in connection withwith any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising before or after the Effective Time, arising out of or otherwise related pertaining to any actual the fact that such person is or alleged Proceeding was a director, officer or employee of Discover or any other of its Subsidiaries and pertaining to matters or facts existing or occurring at or prior to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, including the transactions contemplated by this Agreement; provided, that in connection with (i) the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right case of any D&O Persons, in each case, to the fullest extent that Mountain or any of its Affiliates would have been permitted under Mountain’s Governing Documents as of the date hereof and applicable Law to indemnify such D&O Persons, and TopCo shall also advance expenses to such D&O Persons as incurred to the fullest extent permitted to do so under Mountain’s Governing Documents in effect as of the date of this Agreement and applicable Law. Without limiting the foregoing, TopCo agrees that all rights to exculpation, indemnification and advancement of expenses, any Discover Indemnified Party to whom expenses existing as of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing and shall continue in full force and effect. are advanced provides an undertaking to repay such advances if it is ultimately determined that such Discover Indemnified Party is not entitled to indemnification. (b) For a period of six (6) years after the Closing DateEffective Time, TopCo the Surviving Entity shall cause the Surviving Company to maintain be maintained in effect the exculpation, indemnification and advancement current policies of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15. (b) Prior to the Merger Effective Time, Mountain shall and, if Mountain is unable to, TopCo shall (or shall cause the Surviving Company to) purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy maintained by Discover (provided, that the Surviving Entity 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 against the present and former officers and directors of Discover and any of its Subsidiaries arising from facts or events which occurred at or before the Effective Time; provided, however, that the Surviving Entity shall not be obligated to expend, on an annual basis, an amount in excess of 300% of the current annual premium paid as of the date hereof by Discover for such insurance (the “D&O TailPremium Cap”), and if such premiums for such insurance would at any time exceed the Premium Cap, then the Surviving Entity shall cause to be maintained policies of insurance which, in the Surviving Entity’s good faith determination, provide the maximum coverage available at an annual premium equal to the Premium Cap. In lieu of the foregoing, Capital One or Discover, in consultation with, but only upon the consent of Capital One, may (and at the request of Capital One, Discover shall use its reasonable best efforts to) in respect of acts or omissions occurring obtain at or prior to the Closing covering each D&O Person on terms with respect Effective Time a six (6)-year “tail” policy under Discover’s existing directors’ and officers’ insurance policy providing equivalent coverage to termsthat described in the preceding sentence if and to the extent that the same may be obtained for an amount that, conditionsin the aggregate, coverage, deductibles, limits of liability and amounts that are no less favorable to such person than those of such policy in effect on does not exceed the date of this Agreement for the six year period following the Closing. TopCo shall cause the Surviving Company to maintain the D&O Tail in full force and effect for its full term in accordance with this Section 6.15(b)Premium Cap. (c) The rights of each D&O Person hereunder shall be in addition to, and not in limitation of, any other rights such Person may have under the Governing Documents of Mountain or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) under this Section 6.15 shall not be terminated or modified in such a manner as to adversely affect any D&O Person without the consent of such D&O Person. The provisions of this Section 6.15 6.7 shall survive the Closing Effective Time and expressly are intended to benefitbe for the benefit of, and are shall be enforceable by, each of the D&O PersonsDiscover Indemnified Party and his or her heirs and representatives, each of whom is an intended third shall be express third-party beneficiary beneficiaries of this Section 6.156. (d) If any of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) or any of their respective successors or assigns (i) consolidates with or merges with or into any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, proper provision shall be made so that the successors and assigns of the applicable Group Company assumes the obligations set forth in this Section 6.15.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective Time, TopCo the Surviving Corporation shall, and Purchaser shall indemnifycause the Surviving Corporation to, defend indemnify and hold harmless harmless, to the fullest extent permitted under applicable Law (and shall also advance expenses as incurred to the fullest extent permitted under applicable Law and the certificate of incorporation and bylaws of the Company provided the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification by the Surviving Corporation), each current or present and former director or and officer of Mountain the Company or its Subsidiaries (eachin each case, together with when acting in such person’s heirscapacity), executors or administratorsdetermined as of the Effective Time (collectively, a the “D&O PersonsIndemnified Parties”) against any Losses suffered costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any actual or alleged Proceeding or any other matters existing or occurring at or prior to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, including in connection with (i) the Transactions, and (ii) actions transactions contemplated by this Agreement; provided that the Indemnified Party to enforce this provision or any other whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Indemnified Party is not entitled to indemnification or advancement right of any D&O Persons, in each case, to the fullest extent that Mountain or any of its Affiliates would have been permitted under Mountain’s Governing Documents as of the date hereof and applicable Law to indemnify such D&O Persons, and TopCo shall also advance expenses to such D&O Persons as incurred to the fullest extent permitted to do so under Mountain’s Governing Documents in effect as of the date of this Agreement and applicable Law. Without limiting the foregoing, TopCo agrees that all rights to exculpation, indemnification and advancement of expenses existing as of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing and shall continue in full force and effect. For a period of six years after the Closing Date, TopCo shall cause by the Surviving Company to maintain in effect the exculpation, indemnification and advancement of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15Corporation. (b) Prior to the Merger Effective Time, Mountain the Company shall and, if Mountain the Company is unable to, TopCo shall (or Purchaser shall cause the Surviving Company to) purchase a Corporation as of the Effective Time to obtain and fully pay for “tail” or “runoff” insurance (providing only for the Side A coverage for Indemnified Parties where the existing policies also include Side B coverage for the Company) with a claims period of at least six (6) years from and after the Effective Time with respect to directors’ and officers’ liability insurance policy and fiduciary liability insurance (the collectively, “D&O TailInsurance”) in with benefits and levels of coverage at least as favorable to the Indemnified Parties as the Company’s existing policies with respect of acts to matters existing or omissions occurring at or prior to the Closing covering each D&O Person on terms Effective Time (including in connection with respect this Agreement or the transactions or actions contemplated hereby); provided, however, that in no event shall the Company expend for “tail” insurance policies a premium amount in excess of the amount set forth in the Company Disclosure Schedule. If the Company and the Surviving Corporation for any reason fail to termsobtain such “tail” insurance policies as of the Effective Time, conditionsthe Surviving Corporation shall, coverageand Purchaser shall cause the Surviving Corporation to, deductibles, limits of liability and amounts that are no less favorable continue to such person than those of such policy maintain in effect on for a period of at least six (6) years from and after the Effective Time the D&O Insurance in place as of the date of this Agreement for with benefits and levels of coverage at least as favorable to the six year period following Indemnified Parties as provided in the Closing. TopCo Company’s existing policies as of the date of this Agreement, or the Surviving Corporation shall, and Purchaser shall cause the Surviving Corporation to purchase comparable D&O Insurance for such six-year period with benefits and levels of coverage at least as favorable to the Indemnified Parties as provided in the Company’s existing policies as of the date of this Agreement; provided, however, that in no event shall Purchaser or the Surviving Corporation be required to expend for such policies an annual premium amount in excess of 250% of the annual premiums currently paid by the Company to maintain for such insurance; and, provided, further, that if the D&O Tail in full force annual premiums of such insurance coverage exceed such amount, the Surviving Corporation shall, and effect Purchaser shall cause the Surviving Corporation to, obtain a policy with the greatest coverage available for its full term in accordance with this Section 6.15(b)a cost not exceeding such amount. (c) The rights Any Indemnified Party wishing to claim indemnification under Section 6.04(a), upon learning of each D&O Person hereunder shall be in addition toany claim, and action, suit, proceeding or investigation described above, will promptly notify Purchaser; provided that failure to so notify will not in limitation of, any other rights such Person may have under affect the Governing Documents of Mountain or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of Purchaser under Section 6.04(a) unless and to the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo extent that Purchaser is actually and the Surviving Company) under this Section 6.15 shall not be terminated or modified in such materially prejudiced as a manner as to adversely affect any D&O Person without the consent of such D&O Person. The provisions of this Section 6.15 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15consequence. (d) If The rights of each Indemnified Party under this Section 6.04 shall be in addition to any rights such individual may have under the certificate of incorporation and bylaws (or other governing documents) of the Company and any of its Subsidiaries, under the Group Companies (which includes at DGCL or immediately following any other applicable Laws or under any agreement of any Indemnified Party with the Merger Effective TimeCompany or any of its Subsidiaries. If Purchaser, for the avoidance of doubt, TopCo and the Surviving Company) Corporation or any of their respective successors or assigns (i) consolidates with or merges with or into any other Person entity and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Personother entity, then, then and in each such case, Purchaser will cause proper provision shall to be made so that the successors and assigns of Purchaser or the applicable Group Company assumes Surviving Corporation, as applicable, will assume the obligations of Purchase or the Surviving Corporation, respectively, set forth in this Section 6.156.04. (e) The provisions of this Section 6.04 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party as if he or she was a party to this Agreement.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective Time, TopCo to the fullest extent that the Company would have been permitted under applicable Law and the Company’s Organizational Documents in effect as of the date of this Agreement, the Surviving Corporation shall (i) indemnify, defend and hold harmless each current or former director or officer of Mountain (each, together with such person’s heirs, executors or administrators, a “D&O Persons”) the Indemnified Parties against any Losses suffered reasonable and documented costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any actual or alleged Proceeding Proceeding, in connection with, arising out of or any other otherwise related to matters existing or occurring at or prior to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, including in connection with (i) the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any D&O Persons, in each case, to the fullest extent that Mountain or any of its Affiliates would have been permitted under Mountain’s Governing Documents as of the date hereof and applicable Law to indemnify such D&O Persons, and TopCo shall also advance expenses to the Indemnified Parties as incurred; provided that any Person to whom expenses are so advanced provides an undertaking to repay such D&O Persons as incurred advances if it is ultimately determined by final adjudication by the Chosen Courts that such Person is not entitled to such advanced expenses; and provided further, that any determination required to be made with respect to whether an Indemnified Party’s conduct complies with the fullest extent permitted to do so standards set forth under Mountainapplicable Law and the Company’s Governing Organizational Documents in effect as of the date of this Agreement and applicable Law. Without limiting the foregoing, TopCo agrees that all rights to exculpation, indemnification and advancement of expenses existing as of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing and shall continue in full force and effect. For a period of six years after the Closing Date, TopCo shall cause be made by independent legal counsel selected by the Surviving Company Corporation and acceptable to maintain in effect the exculpationIndemnified Party (such acceptance not to be unreasonably conditioned, indemnification and advancement of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof withheld or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15delayed). (b) Prior to the Merger Effective Time, Mountain the Company shall and, if Mountain is unable to, TopCo shall (or shall cause obtain and fully pay the Surviving Company to) purchase a premium for “tail” or “runoff” insurance policies for the extension of (i) the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policy policies, and (ii) the Company’s existing fiduciary liability insurance policies (collectively, “D&O TailInsurance”) ), in each case for a claims reporting or discovery period of the Tail Period with respect of acts to any claim related to matters existing or omissions occurring at or prior to the Closing covering each Effective Time from the Company’s D&O Person on terms Insurance carrier as of the date of this Agreement or one or more insurance carriers with respect to the same or better credit rating as such carrier with terms, conditions, coverage, deductibles, retentions and limits of liability and amounts that are no less at least as favorable to the insureds as the Company’s existing policies; provided, however, that in no event shall the premium amount for such person than those policies exceed 300 percent of the current aggregate annual premium paid by the Company for such purpose. If the Company for any reason fails to obtain such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall continue to maintain in effect for the Tail Period the D&O Insurance in place as of the date of this Agreement with the Company’s D&O Insurance carrier as of the date of this Agreement or with or one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as provided in the Company’s existing policies as of the date of this Agreement, or the Surviving Corporation shall purchase comparable D&O Insurance for the Tail Period with terms, conditions, retentions and limits of liability that are at least as favorable as provided in the Company’s existing policies as of the date of this Agreement and from an insurance carrier with the same or better credit rating as the Company’s D&O Insurance carrier as of the date of this Agreement, in each case providing coverage with respect to any matters existing or occurring at or prior to the Effective Time; provided, however, that in no event shall the annual cost of such D&O Insurance exceed during the Tail Period 300 percent 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. (c) During the Tail Period, without the prior written consent of the Indemnified Party, all rights to indemnification and exculpation from liabilities for acts or omissions occurring prior to the Effective Time and rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party as provided in the Organizational Documents of the Company and its Subsidiaries or any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, in each case, as in effect on the date of this Agreement for the six year period following the Closing. TopCo shall cause the Surviving Company and correct and complete copies of which have been made available to maintain the D&O Tail in full force and effect for its full term in accordance with this Section 6.15(b). (c) The rights of each D&O Person hereunder shall be in addition toParent, and not in limitation of, any other rights such Person may have under the Governing Documents of Mountain or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) under this Section 6.15 shall not be terminated amended, restated, amended and restated, repealed or otherwise modified in such a any manner as to (whether by merger, consolidation, division, operation of law or otherwise) that would adversely affect any D&O Person without the consent right thereunder of any such D&O Person. The provisions of this Section 6.15 shall survive the Closing and expressly are intended to benefitIndemnified Party, and are enforceable by, each of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15except as may be required by a change in applicable Law. (d) If Any Indemnified Party wishing to claim indemnification under this Section 7.11(d), upon learning of any Proceeding for which indemnification under this Section 7.11(d) may be available, shall promptly notify the Surviving Corporation thereof in writing, but the failure to so notify shall not relieve the Surviving Corporation of any obligation or liability it may have to such Indemnified Party except to the Group Companies extent such failure prejudices the indemnifying party. In the event of any such Proceeding: (which includes at i) the Surviving Corporation shall have the right to assume the defense thereof (it being understood and agreed that by electing to assume the defense thereof, the Surviving Corporation shall not be deemed to have waived any right to object to the Indemnified Party’s entitlement to indemnification hereunder with respect thereto or immediately following assumed any obligation or liability with respect thereto), except that if the Merger Effective Time, Surviving Corporation elects not to assume such defense or legal counsel for the avoidance Indemnified Party advises that there are issues which raise conflicts of doubtinterest between the Surviving Corporation and the Indemnified Party, TopCo the Indemnified Party may retain legal counsel satisfactory to them, and the Surviving Corporation shall pay all reasonable and documented fees and expenses of such legal counsel for the Indemnified Party promptly following the receipt of statements therefor; provided, however, that the Surviving Corporation shall be obligated pursuant to this Section 7.11(d) to pay for only one law firm for all Indemnified Parties in any jurisdiction unless the use of one law firm for such Indemnified Parties would present a conflict of interest under applicable standards of professional conduct on any significant issue between the positions of any two or more Indemnified Parties, in which case the fewest number of law firms necessary to avoid conflicts of interest shall be used; (ii) the Indemnified Parties shall cooperate in the defense of any such matter if the Surviving Corporation elects to assume such defense, and the Surviving Corporation shall cooperate in the defense of any such matter if the Surviving Corporation elects not to assume such defense; (iii) the Indemnified Parties shall not be liable or have any obligation for any settlement effected without their prior written consent (such consent not to be unreasonably conditioned, withheld or delayed) if the Surviving Corporation elects to assume such defense and the Surviving Corporation shall not be liable or have any obligation for any settlement effected without its prior written consent if the Surviving Corporation elects not to assume such defense; and (iv) the Surviving Corporation shall not have any obligation or liability hereunder to any Indemnified Party if it is ultimately determined by final adjudication by the Chosen Courts that the indemnification of such Indemnified Party in the manner contemplated by this Agreement is prohibited by applicable Law. (e) The Company shall use commercially reasonable efforts to ensure that any and all pending claims or notices of intent to seek a recovery by a third party from an Indemnified Party has been noticed to the Company’s existing providers of directors’ and officers’ liability coverage and fiduciary liability insurance policies prior to the Effective Time. (f) If the Surviving Corporation or any of their respective its legal successors or permitted assigns (i) consolidates shall consolidate with or merges with or merge into any other Person and is shall not be the continuing or surviving entity Person of such consolidation or merger or (ii) transfers or conveys shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision provisions shall be made so that the legal successors and permitted assigns of the applicable Group Company assumes Surviving Corporation shall assume all the obligations set forth in this Section 6.157.11(f). (g) The provisions of this Section 7.11(g) are intended to be for the benefit of, and from and after the Effective Time shall be enforceable by, each of the Indemnified Parties, who shall be third-party beneficiaries of this Section 7.11(g)(f). (h) The rights of the Indemnified Parties under this Section 7.11(h) are in addition to any rights such Indemnified Parties may have under the Organizational Documents of the Company or any of its Subsidiaries, or under any applicable Contracts or Laws.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective Time, TopCo the Surviving Corporation shall indemnify, defend and hold harmless harmless, and provide advancement of expenses to, each current person who is now, or former has been at any time prior to the date hereof or who becomes prior to the Effective Time, an officer, director or officer employee of Mountain WIBC or any of its Subsidiaries (each, together with such person’s heirs, executors or administrators, a the “D&O PersonsIndemnified Parties”) against any Losses suffered all losses, claims, damages, costs, expenses, liabilities or incurred judgments or amounts that are paid in settlement of or in connection withwith any claim, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such person is or otherwise related was a director, officer or employee of WIBC or any Subsidiary of WIBC, and pertaining to any actual matter existing or alleged Proceeding occurring, or any other matters existing acts or occurring omissions occurring, at or prior to the Merger Effective Time, whether asserted or claimed prior to, or at or after after, the Merger Effective TimeTime (including matters, including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby) (i“Indemnified Liabilities”) the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any D&O Persons, in each case, to the fullest same extent that Mountain such persons are indemnified or any have the right to advancement of its Affiliates would have been permitted under Mountain’s Governing Documents as of the date hereof and applicable Law to indemnify such D&O Persons, and TopCo shall also advance expenses to such D&O Persons as incurred to the fullest extent permitted to do so under Mountain’s Governing Documents in effect as of the date of this Agreement by WIBC pursuant to WIBC’s Articles of Incorporation, By-laws and applicable Law. Without limiting the foregoingindemnification agreements, TopCo agrees that all rights to exculpationif any, indemnification and advancement of expenses existing as of in existence on the date hereof in favor with any directors, officers and employees of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing WIBC and shall continue in full force and effect. its Subsidiaries. (b) For a period of six years after the Closing DateEffective Time, TopCo the Surviving Corporation shall cause the Surviving Company to maintain be maintained in effect the exculpation, indemnification and advancement current policies of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15. (b) Prior to the Merger Effective Time, Mountain shall and, if Mountain is unable to, TopCo shall (or shall cause the Surviving Company to) purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy maintained by WIBC (provided that the Surviving Corporation 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 advantageous to the insured) with respect to claims arising from facts or events which occurred at or before the Effective Time; provided, however, that the Surviving Corporation 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 WIBC for such insurance (“D&O TailWIBC’s Current Premium”) ), and if such premiums for such insurance would at any time exceed 300% of WIBC’s Current Premium, then the Surviving Corporation shall cause to be maintained policies of insurance which, in respect the Surviving Corporation’s good faith determination, provide the maximum coverage available at an annual premium equal to 300% of acts or omissions occurring at WIBC’s Current Premium. In lieu of the foregoing, WIBC, in consultation with, but only upon the consent of BBCN, which consent shall not be unreasonably withheld, may obtain on or prior to the Closing covering each D&O Person on terms with respect Effective Time a six-year “tail” policy or “extended discovery period” under WIBC’s existing directors and officers insurance policy providing equivalent coverage to terms, conditions, coverage, deductibles, limits that described in the preceding sentence if and to the extent that the same may be obtained for an amount that does not exceed 300% of liability and amounts that are no less favorable to such person than those of such policy in effect on the date of this Agreement for the six year period following the Closing. TopCo shall cause the Surviving Company to maintain the D&O Tail in full force and effect for its full term in accordance with this Section 6.15(b)WIBC’s Current Premium. (c) The rights Surviving Corporation shall pay (as incurred) all expenses, including reasonable fees and expenses of each D&O Person hereunder shall be in addition tocounsel, and not in limitation of, any other rights such that an Indemnified Person may have under incur in enforcing the Governing Documents of Mountain or any indemnity and other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of the Group Companies (which includes at or immediately following the Merger Effective Time, provided for the avoidance of doubt, TopCo and the Surviving Company) under in this Section 6.15 shall not be terminated or modified in such a manner as to adversely affect any D&O Person without the consent of such D&O Person. The provisions of this Section 6.15 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.156.10. (d) If any of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) Corporation or any of their respective its successors or assigns (i) consolidates with or merges with or into any other Person and is shall not be the continuing or surviving corporation or entity of such consolidation or merger 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 the applicable Group Company assumes Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 6.156.10. (e) The provisions of this Section 6.10 (i) are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his or her heirs and 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.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective Time, TopCo the Surviving Corporation shall indemnify, defend indemnify and hold harmless harmless, to the fullest extent permitted by applicable law, each current present and former director, officer or former director or officer employee of Mountain National Penn and its Subsidiaries (eachin each case, together with when acting in such person’s heirscapacity) (collectively, executors or administrators, a the “D&O PersonsNational Penn Indemnified Parties”) against any Losses suffered costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, damages or liabilities incurred in connection withwith any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising before or after the Effective Time, arising in whole or in part out of, or pertaining to, the fact that such person is or was a director, officer or employee of or otherwise related to any actual or alleged Proceeding National Penn or any other matters of its Subsidiaries and pertaining to matters, acts or omissions existing or occurring at or prior to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, including matters, acts or omissions occurring in connection with (i) the Transactions, approval of this Agreement and (ii) actions to enforce this provision or any other indemnification or advancement right of any D&O Persons, in each case, to the fullest extent that Mountain or any of its Affiliates would have been permitted under Mountain’s Governing Documents as consummation of the date hereof transactions contemplated by this Agreement; and applicable Law to indemnify such D&O Persons, Parent and TopCo the Surviving Corporation shall also advance expenses to such D&O Persons as incurred by such National Penn Indemnified Party to the fullest extent permitted by applicable law; provided that the National Penn Indemnified Party to do so under Mountain’s Governing Documents whom expenses are advanced provides an undertaking (in effect as of the date of this Agreement a reasonable and applicable Law. Without limiting the foregoing, TopCo agrees customary form) to repay such advances if it is ultimately determined that all rights such National Penn Indemnified Party is not entitled to exculpation, indemnification and advancement of expenses existing as of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing and shall continue in full force and effect. indemnification. (b) For a period of six (6) years after the Closing DateEffective Time, TopCo the Surviving Corporation shall cause the Surviving Company to maintain be maintained in effect the exculpation, indemnification and advancement current policies of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15. (b) Prior to the Merger Effective Time, Mountain shall and, if Mountain is unable to, TopCo shall (or shall cause the Surviving Company to) purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy maintained by National Penn (provided, that the Surviving Corporation 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 advantageous to the insured) with respect to claims against the present and former officers and directors of National Penn or any of its Subsidiaries arising from facts or events which occurred at or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that the Surviving Corporation shall not be obligated to expend, on an annual basis, an amount in excess of 250% of the aggregate annual premium paid as of the date hereof by National Penn for such insurance (the “D&O TailPremium Cap”), and if such premiums for such insurance would at any time exceed the Premium Cap, then the Surviving Corporation 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, National Penn, in consultation with, but only upon the consent of Parent, may (and at the request of Parent, National Penn shall use its reasonable best efforts to) in respect of acts or omissions occurring obtain at or prior to the Closing covering each D&O Person on terms with respect Effective Time a six-year “tail” policy under National Penn’s existing directors and officers insurance policy providing equivalent coverage to termsthat described in the preceding sentence if and to the extent that the same may be obtained for an amount that, conditionsin the aggregate, coverage, deductibles, limits of liability and amounts that are no less favorable to such person than those of such policy in effect on does not exceed the date of this Agreement for the six year period following the Closing. TopCo shall cause the Surviving Company to maintain the D&O Tail in full force and effect for its full term in accordance with this Section 6.15(b)Premium Cap. (c) The rights of each D&O Person hereunder shall be in addition to, and not in limitation of, any other rights such Person may have under the Governing Documents of Mountain or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) under this Section 6.15 shall not be terminated or modified in such a manner as to adversely affect any D&O Person without the consent of such D&O Person. The provisions of this Section 6.15 6.7 shall survive the Closing Effective Time and expressly are intended to benefitbe for the benefit of, and are shall be enforceable by, each of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15. (d) National Penn Indemnified Party and his or her heirs and representatives. If any of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) Corporation or any of their respective its successors or assigns (i) consolidates shall consolidate with or merges with or merge into any other Person entity and is not be the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys merger, transfer all or substantially all of its properties and assets or deposits to any Personother entity or engage in any similar transaction, then, then in each such case, the Surviving Corporation will cause proper provision shall to be made so that the successors and assigns of the applicable Group Company assumes Surviving Corporation will expressly assume the obligations set forth in this Section 6.156.7. (d) The obligations of the Surviving Corporation, Parent and National Penn under this Section 6.7 shall not be terminated or modified in a manner so as to adversely affect any National Penn Indemnified Party or any other person entitled to the benefit of this Section 6.7 without the prior written consent of the affected National Penn Indemnified Party.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective Time, TopCo ICE shall indemnify, defend and hold harmless each current or former director or officer of Mountain (each, together with such person’s heirs, executors or administrators, a “D&O Persons”) against any Losses suffered or incurred in connection with, arising out of or otherwise related to any actual or alleged Proceeding or any other matters existing or occurring at or prior to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, including in connection with (i) the Transactionsindemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of ICE Newco and the entities comprising the Transferred Assets (iiin all of their capacities) actions to enforce this provision or any other indemnification or advancement right of any D&O Persons, in each case, (A) to the fullest same extent that Mountain such persons are indemnified or any have the right to advancement of its Affiliates would have been permitted under Mountain’s Governing Documents as of the date hereof and applicable Law to indemnify such D&O Persons, and TopCo shall also advance expenses to such D&O Persons as incurred to the fullest extent permitted to do so under Mountain’s Governing Documents in effect as of the date of this Agreement by NYSE Euronext pursuant to the NYSE Euronext Organizational Documents, NYSE Euronext Subsidiary Organizational Documents and applicable Law. Without limiting the foregoingindemnification agreements, TopCo agrees that all rights to exculpationif any, indemnification and advancement of expenses existing as of in existence on the date hereof in favor with any directors, officers and employees of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing NYSE Euronext and shall continue in full force and effect. For a period of six years after the Closing Date, TopCo shall cause the Surviving Company to maintain in effect the exculpation, indemnification and advancement of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and (B) without limitation to clause (A), to the Surviving Company to honorfullest extent permitted by applicable law, in accordance with their respective terms, each of the covenants contained in this Section 6.15. (b) Prior to the Merger Effective Time, Mountain shall and, if Mountain is unable to, TopCo shall (or shall cause the Surviving Company to) purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of case for acts or omissions occurring at or prior to the Closing covering each D&O Person on Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (ii) include and cause to be maintained in effect in ICE Newco’s (or any successor’s) certificate of incorporation and bylaws after the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses which are, in the aggregate, no less advantageous to the intended beneficiaries than the corresponding provisions contained in the current certificate of incorporation and constitution of NYSE Euronext and (iii) cause to be maintained for a period of six years after the Effective Time the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by NYSE Euronext (provided that the ICE Newco (or any of its successors) may substitute therefor one or more policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured) with respect to termsclaims arising from facts or events that occurred on or before the Effective Time; provided, conditionshowever, coveragethat ICE shall not be required to expend pursuant to this Section 4.9(a) in any one year an amount in excess of 250% of the annual premiums (such amount, deductiblesthe “Maximum Insurance Amount”) currently paid by NYSE Euronext for such insurance; and, limits provided, further, that if the annual premiums of liability such insurance coverage exceed such amount, ICE shall be obligated to cause ICE Newco (or any of its successor) to obtain a policy with the greatest coverage available for a cost not exceeding such amount. ICE may, in lieu of maintaining the insurance described in clause (iii) of this Section 4.9(a), cause ICE Newco (or any of its successors) to purchase a six-year “tail” prepaid policy on terms and amounts that are conditions no less favorable advantageous to such person the insured than those of such policy in effect on the date of this Agreement for current directors’ and officers’ liability insurance and fiduciary liability insurance maintained by NYSE Euronext; provided that the amount paid by ICE shall not exceed six year period following times the Closing. TopCo shall cause the Surviving Company to maintain the D&O Tail in full force and effect for its full term in accordance with this Section 6.15(b). (c) The rights of each D&O Person hereunder shall be in addition to, and not in limitation of, any other rights such Person may have under the Governing Documents of Mountain or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwiseMaximum Insurance Amount. The obligations of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) ICE under this Section 6.15 4.9(a) shall not be terminated or modified in such a manner as to adversely affect any D&O Person indemnitee to whom this Section 4.9(a) applies without the consent of such D&O Person. The provisions affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 4.9(a) applies shall be third-party beneficiaries of this Section 6.15 4.9(a)). (b) From and after the Effective Time, NASDAQ OMX shall survive the Closing (i) indemnify and expressly are intended to benefithold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of NYSE Euronext and its Subsidiaries (in all of their capacities), other than the past and present directors, officers and employees of NYSE Euronext and its Subsidiaries that are enforceable byindemnitees under Section 4.9(a), each (A) to the same extent such persons are indemnified or have the right to advancement of expenses as of the D&O Personsdate of this Agreement by NYSE Euronext pursuant to the NYSE Euronext Organizational Documents, NYSE Euronext Subsidiary Organizational Documents and indemnification agreements, if any, in existence on the date hereof with any directors, officers and employees of NYSE Euronext and its Subsidiaries and (B) without limitation to clause (A), to the fullest extent permitted by applicable law, in each case for acts or omissions occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of whom is this Agreement and the consummation of the transactions contemplated hereby), (ii) include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation and bylaws after the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses which are, in the aggregate, no less advantageous to the intended beneficiaries than the corresponding provisions contained in the current certificate of incorporation and constitution of NYSE Euronext and (iii) cause to be maintained for a period of six years after the Effective Time the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by NYSE Euronext (provided that the Surviving Corporation (or any of its successors) may substitute therefor one or more policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured) with respect to claims arising from facts or events that occurred on or before the Effective Time; provided, however, that NASDAQ OMX shall not be required to expend pursuant to this Section 4.9(b) in any one year an intended third party beneficiary amount in excess of the Maximum Insurance Amount currently paid by NYSE Euronext for such insurance; and, provided, further, that if the annual premiums of such insurance coverage exceed such amount, NASDAQ OMX shall be obligated to cause the Surviving Corporation to obtain a policy with the greatest coverage available for a cost not exceeding such amount. NASDAQ OMX may, in lieu of maintaining the insurance described in clause (iii) of this Section 6.15. (d) If any of the Group Companies (which includes at or immediately following the Merger Effective Time4.9(b), for the avoidance of doubt, TopCo and cause the Surviving CompanyCorporation to purchase a six-year “tail” prepaid policy on terms and conditions no less advantageous to the insured than the current directors’ and officers’ liability insurance and fiduciary liability insurance maintained by NYSE Euronext; provided that the amount paid by NASDAQ OMX shall not exceed six times the Maximum Insurance Amount. The obligations of NASDAQ OMX under this Section 4.9(b) shall not be terminated or modified in such a manner as to adversely affect any of their respective successors or assigns (iindemnitee to whom this Section 4.9(b) consolidates with or merges with or into any other Person and is not applies without the continuing or surviving entity consent of such consolidation or merger or affected indemnitee (iiit being expressly agreed that the indemnitees to whom this Section 4.9(b) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, proper provision applies shall be made so that the successors and assigns third-party beneficiaries of the applicable Group Company assumes the obligations set forth in this Section 6.154.9(b)).

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective Time, TopCo the Surviving Corporation shall indemnify, defend indemnify and hold harmless and shall advance expenses as incurred, in each current case to the extent (subject to applicable law) such persons are indemnified or entitled to such advancement of expenses as of the date of this Agreement by First Midwest pursuant to the First Midwest Certificate, First Midwest Bylaws, the governing or organizational documents of any Subsidiary of First Midwest, any indemnification agreements in existence as of the date hereof that have been disclosed to Old National or the DGCL, each present and former director director, officer or officer employee of Mountain First Midwest and its Subsidiaries (eachin each case, together with when acting in such person’s heirscapacity) (collectively, executors or administrators, a the “D&O PersonsFirst Midwest Indemnified Parties”) against any Losses suffered costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, damages, liabilities and other amounts incurred in connection withwith any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising before or after the Effective Time, arising out of the fact that such person is or otherwise related to any actual was a director, officer or alleged Proceeding employee of First Midwest or any other of its Subsidiaries and pertaining to matters existing or occurring at or prior to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, including the transactions contemplated by this Agreement; provided, that in connection with (i) the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right case of any D&O Persons, in each case, to the fullest extent that Mountain or any of its Affiliates would have been permitted under Mountain’s Governing Documents as of the date hereof and applicable Law to indemnify such D&O Persons, and TopCo shall also advance expenses to such D&O Persons as incurred to the fullest extent permitted to do so under Mountain’s Governing Documents in effect as of the date of this Agreement and applicable Law. Without limiting the foregoing, TopCo agrees that all rights to exculpation, indemnification and advancement of expenses, the First Midwest Indemnified Party to whom expenses existing as of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing and shall continue in full force and effect. are advanced provides an undertaking to repay such advances if it is ultimately determined that such First Midwest Indemnified Party is not entitled to indemnification. (b) For a period of six (6) years after the Closing DateEffective Time, TopCo the Surviving Corporation shall cause the Surviving Company to maintain be maintained in effect the exculpation, indemnification and advancement current policies of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15. (b) Prior to the Merger Effective Time, Mountain shall and, if Mountain is unable to, TopCo shall (or shall cause the Surviving Company to) purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy maintained by First Midwest (provided, that the Surviving Corporation 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 against the present and former officers and directors of First Midwest or any of its Subsidiaries arising from facts or events which occurred at or before the Effective Time; provided, that the Surviving Corporation shall not be obligated to expend, on an annual basis, an amount in excess of 300% of the current annual premium paid as of the date hereof by First Midwest for such insurance (the “D&O TailPremium Cap”), and if such premiums for such insurance would at any time exceed the Premium Cap, then the Surviving Corporation shall cause to be maintained policies of insurance which, in the Surviving Corporation’s good faith determination, provide the maximum coverage available at an annual premium equal to the Premium Cap. In lieu of the foregoing, First Midwest, in consultation with, but only upon the consent of Old National, may (and at the request of Old National, First Midwest shall use its reasonable best efforts to) in respect of acts or omissions occurring obtain at or prior to the Closing covering each D&O Person on terms with respect Effective Time a six (6)-year “tail” policy under First Midwest’s existing directors and officers insurance policy providing equivalent coverage to termsthat described in the preceding sentence if and to the extent that the same may be obtained for an amount that, conditionsin the aggregate, coverage, deductibles, limits of liability and amounts that are no less favorable to such person than those of such policy in effect on does not exceed the date of this Agreement for the six year period following the Closing. TopCo shall cause the Surviving Company to maintain the D&O Tail in full force and effect for its full term in accordance with this Section 6.15(b)Premium Cap. (c) The rights of each D&O Person hereunder shall be in addition to, and not in limitation of, any other rights such Person may have under the Governing Documents of Mountain or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) under this Section 6.15 shall not be terminated or modified in such a manner as to adversely affect any D&O Person without the consent of such D&O Person. The provisions of this Section 6.15 6.7 shall survive the Closing Effective Time and expressly are intended to benefitbe for the benefit of, and are shall be enforceable by, each of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15. (d) First Midwest Indemnified Party and his or her heirs and representatives. If any of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) Corporation or any of their respective its successors or assigns (i) consolidates with or merges with or into any other Person person and is not the continuing or surviving entity person of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties and assets or deposits to any Personother person or engages in any similar transaction, then, then in each such case, case the Surviving Corporation will cause proper provision shall to be made so that the successors and assigns of the applicable Group Company assumes Surviving Corporation will expressly assume the obligations set forth in this Section 6.156.7.

Indemnification; Directors’ and Officers’ Insurance. (a) The Articles of Incorporation and the Bylaws of the Surviving Corporation shall contain provisions with respect to indemnification, advancement of expenses and director exculpation substantially similar to those set forth in the Company’s Articles of Incorporation and Bylaws as in effect at the date hereof (to the extent consistent with applicable Law), which provisions shall not be amended, repealed or otherwise modified in any manner for a period of six (6) years following the Effective Time that would adversely affect the rights thereunder of the persons who at any time prior to the Effective Time were entitled to indemnification, advancement of expenses or exculpation under the Company’s Articles of Incorporation or Bylaws in respect of actions or omissions occurring at or prior to the Effective Time (including, without limitation, the Transactions), unless otherwise required by applicable Law. (b) From and after the Merger Effective Time and for a period of six (6) years following the Effective Time, TopCo the Surviving Corporation shall indemnify, defend and hold harmless each current person who is or former director has been prior to the date hereof or officer who becomes prior to the Effective Time an officer, director, employee or agent of Mountain the Company (eachcollectively, together with such person’s heirs, executors or administrators, a the “D&O PersonsIndemnified Parties”) against any all losses, claims, damages, expenses, liabilities or amounts that are paid in settlement of, or otherwise incurred (“Losses”) (but only to the extent such Losses suffered or incurred are not otherwise covered by insurance and paid), in connection withwith any claim, action, suit, demand, proceeding or investigation (a “Claim”) to which any Indemnified Party is or may become a party to by virtue of his or her service as a present or former director, officer, employee or agent of the Company and arising out of or otherwise related to any actual or alleged Proceeding events, actions or any other matters existing omissions occurring or occurring alleged to have occurred at or prior to the Merger Effective TimeTime (including, whether asserted or claimed prior towithout limitation, at or after the Merger Effective Time, including in connection with (i) the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any D&O Persons), in each case, to the fullest extent that Mountain or any of its Affiliates would have been permitted under Mountain’s Governing Documents as of the date hereof and applicable Law to indemnify such D&O Persons, and TopCo shall also advance expenses to such D&O Persons as incurred case to the fullest extent permitted and provided in the Company’s Articles of Incorporation and Bylaws as in effect at the date hereof (and shall pay expenses in advance of the final disposition of the claim(s) that are reasonably incurred in defending any such action or proceeding to do each Indemnified Party to the fullest extent permitted under Nevada Law as provided in the Company’s Articles of Incorporation and Bylaws as in effect at the date hereof, upon receipt from the Indemnified Party to whom expenses are advanced of the undertaking to repay such advances contemplated by Nevada Law). (c) Any Indemnified Party wishing to claim indemnification under this Section 5.08 after the Effective Time, upon learning of any such Claim, shall notify the Surviving Corporation thereof (although the failure to so notify the Surviving Corporation shall not relieve the Surviving Corporation from any liability that the Surviving Corporation may have under Mountain’s Governing Documents this Section 5.08, except to the extent such failure materially prejudices the Surviving Corporation). In the event of any such Claim, the Surviving Corporation shall have the right to assume the defense thereof and the Surviving Corporation shall not be liable to such Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if the Surviving Corporation elects not to assume such defense or if there is an actual or potential conflict of interest between, or different defenses exist for the Surviving Corporation and the Indemnified Party, the Indemnified Party may retain counsel reasonably satisfactory to him or her and the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Party promptly as statements therefor are received by the Surviving Corporation; provided, however, that (i) the Surviving Corporation shall not, in connection with any such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties, (ii) the Surviving Corporation and the Indemnified Parties will cooperate in the defense of any such matter and (iii) the Surviving Corporation shall not be liable for any settlement effected without its prior written consent, which consent will not be unreasonably withheld or delayed; and provided further, that the Surviving Corporation shall not have any obligation hereunder to any Indemnified Party if and when a court of competent jurisdiction shall ultimately determine that the indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable Law. (d) Prior to the Effective Time, the Company shall procure a “tail” directors’ and officers’ liability insurance and fiduciary liability insurance policy with terms and conditions reasonably satisfactory to the Company Board, so long as the cost thereof does not exceed 175% of the annual premium currently paid by the Company under its directors’ and officers’ liability insurance policy in effect as of the date of this Agreement and applicable Law. Without limiting Agreement, it being agreed that the foregoingCompany shall use commercially reasonable efforts to obtain competitive quotes for such insurance coverage in an effort to reduce the cost thereof, TopCo agrees provided, that all rights if the cost for any such coverage is in excess of such amount, Parent or the Surviving Corporation shall only be required to exculpation, indemnification and advancement of expenses existing maintain such coverage as of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain is available for such amount. (e) This Section 5.08 shall survive the Closing consummation of the Merger and is intended to be for the benefit of, and shall continue in full force be enforceable by, the Indemnified Parties referred to herein, their heirs, legal representatives, successors, assigns and effect. For a period of six years after the Closing Date, TopCo personal representatives and shall cause be binding on the Surviving Company to maintain in effect the exculpation, indemnification Corporation and advancement of expenses its successors and assigns. The provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15. (b) Prior to the Merger Effective Time, Mountain shall and, if Mountain is unable to, TopCo shall (or shall cause the Surviving Company to) purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring at or prior to the Closing covering each D&O Person on terms with respect to terms, conditions, coverage, deductibles, limits of liability and amounts that 5.08 are no less favorable to such person than those of such policy in effect on the date of this Agreement for the six year period following the Closing. TopCo shall cause the Surviving Company to maintain the D&O Tail in full force and effect for its full term in accordance with this Section 6.15(b). (c) The rights of each D&O Person hereunder shall be in addition to, and not in limitation ofsubstitution for, any other rights such Person to indemnification that the Indemnified Parties, their heirs and personal representatives may have under the Governing Documents of Mountain or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law by contract or otherwise. The obligations of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) under this Section 6.15 shall not be terminated or modified in such a manner as to adversely affect any D&O Person without the consent of such D&O Person. The provisions of this Section 6.15 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15. (df) If any of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) Corporation or any of their respective its successors or assigns (i) consolidates with or merges with or into any other Person and is shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each case, as a condition to such caseconsolidation, merger, transfer or conveyance, proper provision shall be made so that the successors and assigns of the applicable Group Company assumes Surviving Corporation shall assume and agree to perform the obligations set forth in this Section 6.155.08.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective TimeClosing Date, TopCo shall each of Parent and the Debtor agrees that it will indemnify, defend and hold harmless each current or present and former director or and officer of Mountain the Debtor and its Subsidiaries (eachin each case, together with when acting in such person’s heirs, executors or administrators, a capacity) (the “D&O PersonsIndemnified Parties”) from and against any Losses suffered and all costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities (whether or not incurred in connection withwith any Proceeding or investigation, whether civil, criminal, administrative or investigative) arising out of or otherwise related to any actual such Indemnified Party’s service or alleged Proceeding status as an officer or director of the Debtor or one of its Subsidiaries or any other matters existing action or occurring at or inaction on the part of any such Person in such capacity, in each case, as of prior to the Merger Effective TimeClosing, whether asserted or claimed prior to, at or after the Merger Effective TimeClosing Date, including to the fullest extent such Indemnified Party would be permitted to be indemnified by the Debtor or its applicable Subsidiary under applicable Law and the certificate of incorporation and by-laws (or comparable organizational documents) of the Debtor or its applicable Subsidiary in connection effect on the date of this Agreement; provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. (b) Prior to or as of the Closing Date, the Debtor shall (after reasonable consultation with Parent) and, if the Debtor is unable to, Parent shall cause the Debtor as of the Closing Date to obtain and fully pay the premium for “tail” insurance policies for the extension of (i) the Transactionsdirectors’ and officers’ liability coverage of the existing directors’ and officers’ insurance policies of the Debtor and its Subsidiaries, and (ii) actions to enforce this provision or any other indemnification or advancement right the existing fiduciary liability insurance policies of any D&O Personsthe Debtor and its Subsidiaries, in each case, to case for a claims reporting or discovery period of at least six (6) years from and after the fullest extent that Mountain Closing Date (the “Tail Period”) from an insurance carrier with the same or any of its Affiliates would have been permitted under Mountainbetter credit rating as the Debtor’s Governing Documents insurance carrier as of the date hereof with respect to directors’ and applicable Law officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are at least as favorable to indemnify the insureds as the Debtor’s existing policies with respect to any matter claimed against a director or officer of the Debtor or any of its Subsidiaries by reason of him or her serving in such capacity that existed or occurred at or prior to the Closing Date (including in connection with this Agreement or the transactions or actions contemplated hereby); provided that in no event shall the aggregate cost of the D&O PersonsInsurance exceed during the Tail Period 300% of the current aggregate annual premiums paid by the Debtor for such insurance. If the Debtor for any reason fails to obtain such insurance policies as of the Closing Date, the Debtor shall, and TopCo Parent shall also advance expenses cause the Debtor to, continue to such maintain in effect for the Tail Period the D&O Persons Insurance in place as incurred of the date hereof with terms, conditions, retentions and limits of liability that are at least as favorable to the fullest extent permitted insureds as provided in the Debtor’s existing policies as of the date hereof, or the Debtor shall, and Parent shall cause the Debtor to, use reasonable best efforts to do so under Mountainpurchase comparable D&O Insurance for the Tail Period with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as provided in the Debtor’s Governing Documents existing policies as of the date hereof; provided, however, that in effect no event shall the annual cost of the D&O Insurance exceed during the Tail Period 150% of the current aggregate annual premiums paid by the Debtor for such insurance; and provided, further, that if the annual premiums of such insurance coverage exceed such amount, the Debtor shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. From and after the Closing Date, except as required by applicable Law, Parent shall cause the certificate of incorporation and by-laws (or comparable organizational documents) of each of the Debtor and its Subsidiaries to contain provisions no less favorable to the Indemnified Parties with respect to limitation of liabilities, advancement of expenses and indemnification than are set forth as of the date of this Agreement in each of such documents of the Debtor and applicable Lawits Subsidiaries. Without limiting In the foregoingevent of any Proceeding or investigation for which an Indemnified Party is entitled to indemnification pursuant to this Section 4.7, TopCo (A) Debtor shall, and Parent shall cause the Debtor and its Subsidiaries to, defend the Indemnified Party with respect to any such Proceeding or investigation and (B) Parent shall not, and shall cause the Debtor and its Subsidiaries not to, settle, compromise or consent to the entry of any judgment in any Proceeding or investigation pending or threatened in writing to which an Indemnified Party is a party (and in respect of which indemnification could be sought by such Indemnified Party hereunder) without the prior written consent of such Indemnified Party (such consent not to be unreasonably withheld, conditioned or delayed), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or investigation. Parent agrees that all rights of the Indemnified Parties to exculpation, indemnification and exculpation from liabilities for acts or omissions occurring prior to the Closing as provided in the certificate of incorporation or by-laws (or comparable organizational documents) of the Debtor or any of its Subsidiaries and any indemnification agreements entered into prior to the date hereof, including provisions relating to advancement of expenses existing as incurred in the defense of the date hereof in favor of each D&O Personany Proceeding or investigation, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing Date and shall continue in full force and effecteffect in accordance with their terms. For a period of six years after the Closing Date, TopCo Such rights shall cause the Surviving Company to maintain in effect the exculpation, indemnification and advancement of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, be amended or otherwise modify any such provision modified in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15. (b) Prior to the Merger Effective Time, Mountain shall and, if Mountain is unable to, TopCo shall (or shall cause the Surviving Company to) purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of Indemnified Parties for any acts or omissions occurring at or prior to the Closing covering without the prior written consent of each D&O Person on terms with respect affected Indemnified Party (such consent not to termsbe unreasonably withheld, conditions, coverage, deductibles, limits of liability and amounts that are no less favorable to such person than those of such policy in effect on the date of this Agreement for the six year period following the Closing. TopCo shall cause the Surviving Company to maintain the D&O Tail in full force and effect for its full term in accordance with this Section 6.15(bconditioned or delayed). (c) The rights of each D&O Person hereunder shall be in addition to, and not in limitation of, any other rights such Person may have Any Indemnified Party wishing to claim indemnification under the Governing Documents of Mountain or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of the Group Companies paragraph (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Companya) under this Section 6.15 shall not be terminated or modified in such a manner as to adversely affect any D&O Person without the consent of such D&O Person. The provisions of this Section 6.15 4.7, upon learning of any such Proceeding or investigation, shall survive promptly notify Parent and the Closing and expressly are intended Debtor thereof, but the failure to benefit, and are enforceable by, each so notify shall not relieve Parent or the Debtor of any Liability it may have to such Indemnified Party except to the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15extent such failure materially prejudices the indemnifying party. (d) If any of Parent or the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) Debtor or any of their respective successors or assigns (i) consolidates shall consolidate with or merges with or merge into any other Person corporation or entity and is shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys shall transfer all or substantially all of its properties and assets to any Personindividual, corporation or other entity, then, and in each such case, proper provision provisions shall be made so that the successors and assigns of Parent or the applicable Group Company assumes Debtor shall assume all of the obligations set forth in this Section 6.154.7. (e) The provisions of this Section 4.7 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties. (f) The rights of the Indemnified Parties under this Section 4.7 shall be in addition to any rights such Indemnified Parties may have under the certificate of incorporation or by-laws (or comparable organizational documents) of the Debtor or any of its Subsidiaries, or under any applicable Contracts or Laws. All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Closing Date and rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party as provided in the certificate of incorporation, by-laws or comparable governing documents of the Debtor and its Subsidiaries or any indemnification agreement between such Indemnified Party and the Debtor or any of its Subsidiaries shall survive the Transactions and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Party. (g) Each of Parent and the Debtor hereby acknowledges that the Indemnified Parties have or may, in the future, have certain rights to indemnification, advancement of expenses and/or insurance provided by Persons other than Parent, the Debtor or its Subsidiaries (collectively, the “Other Indemnitors” and, individually, an “Other Indemnitor”) with respect to Proceedings or investigations that are the subject of Section 4.7(a). The Debtor hereby agrees that if any advancement or indemnification obligation is owed, at any time, to an Indemnified Party for the same Proceeding or investigation by both (i) Parent or the Debtor, including under Section 4.7(a), and (ii) any Other Indemnitor (whether pursuant to any certificate of incorporation, by-laws or comparable organizational documents, indemnification agreement or other agreements), the Debtor shall (and if it is unable or fails to honor its obligations under this Section 4.7, Parent shall) be primarily liable for indemnification and advancement of expenses to such Indemnified Parties in respect of such Proceeding or investigation, and any obligation of an Other Indemnitor to provide indemnification or advancement of expenses shall be secondary to the obligations of the Debtor (or if it is unable or fails to honor its obligations under this Section 4.7, Parent) under this Section 4.7. Parent and the Debtor irrevocably waive, relinquish and release the Other Indemnitors from any and all claims (A) against the Other Indemnitors for contribution, subrogation, indemnification or any other recovery of any kind in respect of the indemnification arrangements provided to such Indemnified Parties by such Other Indemnitors and (B) that the Indemnified Party must seek expense advancement or reimbursement, or indemnification, from any Other Indemnitor before Parent and the Debtor must perform their expense advancement and reimbursement, and indemnification obligations, under this Agreement. If any Other Indemnitor pays or causes to be paid, for any reason, any amounts otherwise indemnifiable or subject to advancement under this Section 4.7, then (1) such Other Indemnitor shall be fully subrogated to all rights of the Indemnified Parties with respect to the payments actually made and (2) the Debtor shall reimburse the Other Indemnitor for the payments actually made. Notwithstanding anything to the contrary in this Agreement, for the avoidance of doubt, Parent’s rights against the Debtor for contribution, subrogation, indemnification or any other recovery of any kind in respect of the indemnification arrangements provided by Parent and Debtor to the Indemnified Parties pursuant to this Section 4.7 are hereby preserved.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective Time, TopCo the Surviving Corporation shall indemnify, defend indemnify and hold harmless harmless, to the fullest extent permitted by applicable law, each current present and former director, officer or former employee of TCF and its Subsidiaries (in each case, when acting in such capacity) (collectively, the “TCF Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, damages or liabilities incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising before or after the Effective Time, arising in whole or in part out of, or pertaining to, the fact that such person is or was a director, officer or employee of TCF or any of its Subsidiaries or is or was serving at the request of TCF or any of its Subsidiaries as a director or officer of Mountain (eachanother person and pertaining to matters, together with such person’s heirs, executors acts or administrators, a “D&O Persons”) against any Losses suffered or incurred in connection with, arising out of or otherwise related to any actual or alleged Proceeding or any other matters omissions existing or occurring at or prior to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, including matters, acts or omissions occurring in connection with (i) the Transactionsapproval of this Agreement and the transactions contemplated by this Agreement, and (ii) actions to enforce this provision or any other indemnification or advancement right of any D&O Persons, in each case, to the fullest extent that Mountain or any of its Affiliates would have been permitted under Mountain’s Governing Documents as of the date hereof and applicable Law to indemnify such D&O Persons, and TopCo Surviving Corporation shall also advance expenses to such D&O Persons as incurred by the TCF Indemnified Party to the fullest extent permitted to do so under Mountain’s Governing Documents by applicable law; provided, that in effect as the case of the date of this Agreement and applicable Law. Without limiting the foregoing, TopCo agrees that all rights to exculpation, indemnification and advancement of expenses existing as of the date hereof TCF Indemnified Party to whom expenses are advanced provides an undertaking (in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing a reasonable and shall continue in full force and effect. customary form) to repay such advances if it is ultimately determined that such TCF Indemnified Party is not entitled to indemnification. (b) For a period of six (6) years after the Closing DateEffective Time, TopCo shall cause the Surviving Company to Corporation shall maintain in effect the exculpation, indemnification and advancement current policies of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15. (b) Prior to the Merger Effective Time, Mountain shall and, if Mountain is unable to, TopCo shall (or shall cause the Surviving Company to) purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy maintained by TCF (provided, that the Surviving Corporation 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 advantageous to the insured) with respect to claims against the present and former officers and directors of TCF or any of its Subsidiaries arising from facts or events which occurred at or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that the Surviving Corporation shall not be obligated to expend, on an annual basis, an amount in excess of 300% of the current annual premium paid as of the date hereof by TCF for such insurance (the “D&O TailPremium Cap”), and if such premiums for such insurance would at any time exceed the Premium Cap, then the Surviving Corporation shall cause to be maintained policies of insurance that, in its good faith determination, provide the maximum coverage available at an annual premium equal to the Premium Cap. In lieu of the foregoing, TCF, in consultation with, but only upon the consent of Huntington, may (and at the request of Huntington, TCF shall use its reasonable best efforts to) in respect of acts or omissions occurring obtain at or prior to the Closing covering each D&O Person on terms with respect Effective Time a six-year “tail” policy under TCF’s existing directors’ and officers’ insurance policy providing equivalent coverage to termsthat described in the preceding sentence if and to the extent that the same may be obtained for an amount that, conditionsin the aggregate, coveragedoes not exceed the Premium Cap. If TCF purchases such a tail policy, deductibles, limits of liability and amounts that are no less favorable to such person than those of such policy in effect on the date of this Agreement for the six year period following the Closing. TopCo shall cause the Surviving Company to Corporation shall maintain the D&O Tail such tail policy in full force and effect for and continue to honor its full term in accordance with this Section 6.15(b)obligations thereunder. (c) The rights of each D&O Person hereunder shall be in addition to, and not in limitation of, any other rights such Person may have under the Governing Documents of Mountain or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) under this Section 6.15 shall not be terminated or modified in such a manner as to adversely affect any D&O Person without the consent of such D&O Person. The provisions of this Section 6.15 6.8 shall survive the Closing Effective Time and expressly are intended to benefitbe for the benefit of, and are shall be enforceable by, each of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15. (d) TCF Indemnified Party and his or her heirs and representatives. If any of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) Corporation or any of their respective its successors or assigns (i) consolidates with or merges with or into any other Person entity and is not the continuing or surviving entity of such consolidation or merger or (ii) merger, transfers or conveys all or substantially all of its properties and assets or deposits to any Personother entity or engages in any similar transaction, then, then in each such case, the Surviving Corporation will cause proper provision shall to be made so that the successors and assigns of the applicable Group Company assumes Surviving Corporation will expressly assume the obligations set forth in this Section 6.156.8. (d) The obligations of the Surviving Corporation, Huntington and TCF under this Section 6.8 shall not be terminated or modified in a manner so as to adversely affect any TCF Indemnified Party or any other person entitled to the benefit of this Section 6.8 without the prior written consent of the affected person.

Indemnification; Directors’ and Officers’ Insurance. (a) From and For six (6) years after the Merger Effective Time, TopCo Parent shall indemnify, defend indemnify and hold harmless each current or present and former director or and officer of Mountain (each, together with such person’s heirs, executors Company or administrators, a “D&O Persons”) any of its Subsidiaries against any Losses suffered costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, amounts paid in settlement (subject to the prior consent of Parent) or liabilities incurred in connection withwith any actions, suits, claims or proceedings, whether civil, criminal, administrative or investigative, arising out of or otherwise related pertaining to any actual or alleged Proceeding or any other matters existing or occurring at or prior to the Effective Time (including the Merger Effective Timeand all transactions contemplated by this Agreement), whether asserted or claimed prior to, at or after the Merger Effective Time, including in connection with (i) the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any D&O Persons, in each case, to the fullest extent that Mountain Company or any of its Affiliates Subsidiaries, as the case may be, would have been permitted under Mountain’s Governing Documents as of their respective organizational documents in effect on the date hereof and of this Agreement subject to limitations imposed by applicable Law to indemnify such D&O Persons, and TopCo shall also advance Person (including the advancing of expenses to such D&O Persons as incurred to the fullest extent permitted to do so under Mountain’s Governing Documents in effect as of the date of this Agreement and applicable Law. Without limiting the foregoing, TopCo agrees that all rights to exculpation, indemnification and advancement of expenses existing as of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing and shall continue in full force and effect. For a period of six years after the Closing Date, TopCo shall cause the Surviving Company to maintain in effect the exculpation, indemnification and advancement of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder); provided, the Person to whom such expenses are advanced provides an undertaking to Parent to repay such advances if it is ultimately determined that all rights such Person is not entitled to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15indemnification. (b) Prior to the Merger Effective Time, Mountain shall and, if Mountain is unable to, TopCo shall (or Parent shall cause the Surviving individuals serving as officers and directors of Company toor any Subsidiary of Company immediately prior to the Effective Time to be covered for a period of six (6) purchase a “tail” or “runoff” years from the Effective Time by the directors’ and officers’ liability insurance policy maintained by Company (provided that Parent may substitute therefor policies of at least the “D&O Tail”same coverage and amounts containing terms and conditions that are not less advantageous than such policy) in with respect of to acts or omissions occurring at or prior to the Closing covering each D&O Person on terms with respect Effective Time that were committed by such officers and directors in their capacity as such; provided that in no event shall Parent be required to termsexpend annually in the aggregate an amount in excess of 200% of the annual premiums currently paid by Company (which current amount is set forth in Section 6.7(b) of the Disclosure Schedule) for such insurance (the “Insurance Amount”), conditionsprovided, further, that if Parent is unable to maintain such policy (or such substitute policy) as a result of the preceding proviso, Parent shall obtain as much comparable insurance as is available for the Insurance Amount; provided, further, that in lieu of the foregoing insurance coverage, deductibles, limits of liability Parent may direct Company to purchase (and amounts only upon such direction shall Company purchase) a six (6)-year prepaid “tail policy” that are provides coverage no less favorable than the coverage described above; provided, further, that if the annual premiums for such “tail” policy exceed the Insurance Amount, then Parent may direct Company to such person than those obtain a “tail” policy with the maximum coverage available for the Insurance Amount applied over the term of such policy in effect on the date of this Agreement for the six year period following the Closing. TopCo shall cause the Surviving Company to maintain the D&O Tail in full force and effect for its full term in accordance with this Section 6.15(b)policy. (c) The rights of each D&O Person hereunder shall be in addition to, and not in limitation of, any other rights such Person may have under the Governing Documents of Mountain or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) under this Section 6.15 shall not be terminated or modified in such a manner as to adversely affect any D&O Person without the consent of such D&O Person. The provisions of this Section 6.15 shall survive the Closing and expressly 6.7 are intended to benefit, be for the benefit of and are shall be enforceable by, each present and former director and officer of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15. (d) If any of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) Company or any of its Subsidiaries and their respective successors or assigns (i) consolidates with or merges with or into any other Person heirs and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, proper provision shall be made so that the successors and assigns of the applicable Group Company assumes the obligations set forth in this Section 6.15representatives.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective Time, TopCo shall indemnify, defend and hold harmless each current or former director or officer of Mountain (each, together with such person’s heirs, executors or administrators, a “D&O Persons”) against any Losses suffered or incurred in connection with, arising out of or otherwise related to any actual or alleged Proceeding or any other matters existing or occurring at or prior to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, including in connection with (i) the TransactionsSurviving Corporation shall, and (ii) actions to enforce this provision or any other indemnification or advancement right of any D&O Persons, in each caseParent shall cause the Surviving Corporation to, to the fullest extent that Mountain or any of its Affiliates would have been permitted under Mountainthe DGCL, honor the Company’s Governing Documents as of the date hereof and applicable Law to indemnify such D&O Persons, and TopCo shall also advance expenses to such D&O Persons as incurred to the fullest extent permitted to do so under Mountain’s Governing Documents in effect obligations existing as of the date of this Agreement to indemnify and applicable Law. Without limiting the foregoing, TopCo agrees that all rights to exculpation, indemnification hold harmless each present and advancement of expenses existing as former director and officer of the Company and its Subsidiaries and each such individual who served at the request of the Company or its Subsidiaries as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, the “Indemnified Parties”) against all costs and expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), whether civil, administrative or investigative, based on the fact that such individual is or was such a director or officer or is or was serving at the request of the Company or its Subsidiaries and arising out of or pertaining to any action or omission occurring at or before the Effective Time (including the Transactions). (b) The Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, provide, for a period of not less than six years after the Effective Time, the Company’s current and former directors and officers (as defined to mean those persons insured under such policy) with an insurance and indemnification policy that provides coverage for events occurring at or prior to the Effective Time (the “D&O Insurance”) that is no less favorable than the existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of 300 percent of the aggregate annual premiums paid by the Company for such insurance in 2007 through the date hereof of this Agreement on an annualized basis (the “D&O Premium”), but in favor such case shall purchase as much of each D&O Personsuch coverage as possible for such amount; and provided, as provided further, however, that at Parent’s option in Mountainlieu of the foregoing insurance coverage, the Surviving Corporation may purchase “tail” insurance coverage that provides coverage identical in all material respects to the coverage described above and such purchases do not result in any gaps or lapses in coverage with respect to matters occurring prior to the Effective Time. The Company represents and warrants to Parent that the Company’s Governing Documents 2007 annual premium was $465,000. (c) The certificate of incorporation and bylaws of the Surviving Corporation shall contain the provisions with respect to indemnification set forth in the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of the Company, which provisions shall not be amended, modified or any indemnification agreement with Mountain shall survive the Closing and shall continue in full force and effect. For otherwise repealed for a period of six years after from the Closing Date, TopCo shall cause the Surviving Company to maintain in effect the exculpation, indemnification and advancement of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision Effective Time in any manner that would adversely affect the rights thereunder as of the Effective Time of any D&O Person thereunder; providedindividual who at the Effective Time is a director, that all rights to exculpationofficer, indemnification employee or advancement agent of expenses in respect the Company or is or previously was serving at the request of any Proceeding pending the Company or asserted its Subsidiaries as a director, trustee, officer, member, manager, employee or any claim made within agent of another corporation, partnership, joint venture, trust, limited liability company, pension or other employee benefit plan or other enterprise, unless such period shall continue until the disposition of such Proceeding or resolution of such claim. From and modification is required after the Closing, TopCo shall cause all Effective Time by Law and then only to the minimum extent required by such Law. Table of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15.Contents (b) Prior to the Merger Effective Time, Mountain shall and, if Mountain is unable to, TopCo shall (or shall cause the Surviving Company to) purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring at or prior to the Closing covering each D&O Person on terms with respect to terms, conditions, coverage, deductibles, limits of liability and amounts that are no less favorable to such person than those of such policy in effect on the date of this Agreement for the six year period following the Closing. TopCo shall cause the Surviving Company to maintain the D&O Tail in full force and effect for its full term in accordance with this Section 6.15(b). (cd) The rights of each D&O Person hereunder Indemnified Party under this Section 6.7 shall be in addition to, and not in limitation of, to any other rights such Person individual may have under the Governing Documents Amended and Restated Certificate of Mountain Incorporation and Amended and Restated Bylaws (or other governing documents) of the Company and any of its Subsidiaries, under the DGCL or any other Group Company, applicable Laws or under any other indemnification agreement of any Indemnified Party with the Company or arrangement with any of the foregoing to which they are a party, applicable Law or otherwiseits Subsidiaries. The obligations These rights shall survive consummation of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) under this Section 6.15 shall not be terminated or modified in such a manner as to adversely affect any D&O Person without the consent of such D&O Person. The provisions of this Section 6.15 shall survive the Closing and expressly are intended to benefit, and are shall be enforceable by, each of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15Indemnified Party. (de) If any of In the Group Companies (which includes at event that the Parent or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) Corporation or any of their respective successors or assigns (i) consolidates with or merges with or into any other Person and is not 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, proper provision shall will be made so that the successors and assigns of the applicable Group Company assumes Surviving Corporation assume the obligations set forth in this Section 6.156.7.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective Time, TopCo the Surviving Corporation shall indemnify, defend indemnify and hold harmless and shall advance expenses as incurred, in each current case to the extent (subject to applicable law) such persons are indemnified or entitled to such advancement of expenses as of the date of this Agreement by Brookline pursuant to the Brookline Certificate, Brookline Bylaws, the governing or organizational documents of any Subsidiary of Brookline, any indemnification agreements in existence as of the date hereof that have been disclosed to Berkshire, each present and former director or officer of Mountain Brookline and its Subsidiaries (eachin each case, together with when acting in such person’s heirscapacity) (collectively, executors or administrators, a the “D&O PersonsBrookline Indemnified Parties”) against any Losses suffered costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, damages, liabilities and other amounts incurred in connection withwith any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising before or after the Effective Time, arising out of the fact that such person is or otherwise related to any actual was a director or alleged Proceeding officer of Brookline or any other of its Subsidiaries and pertaining to matters existing or occurring at or prior to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, including the transactions contemplated by this Agreement; provided, that in connection with (i) the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right case of any D&O Persons, in each case, to the fullest extent that Mountain or any of its Affiliates would have been permitted under Mountain’s Governing Documents as of the date hereof and applicable Law to indemnify such D&O Persons, and TopCo shall also advance expenses to such D&O Persons as incurred to the fullest extent permitted to do so under Mountain’s Governing Documents in effect as of the date of this Agreement and applicable Law. Without limiting the foregoing, TopCo agrees that all rights to exculpation, indemnification and advancement of expenses, the Brookline Indemnified Party to whom expenses existing as of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing and shall continue in full force and effect. are advanced provides an undertaking to repay such advances if it is ultimately determined that such Brookline Indemnified Party is not entitled to indemnification. (b) For a period of six (6) years after the Closing DateEffective Time, TopCo the Surviving Corporation shall cause the Surviving Company to maintain be maintained in effect the exculpation, indemnification and advancement current policies of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15. (b) Prior to the Merger Effective Time, Mountain shall and, if Mountain is unable to, TopCo shall (or shall cause the Surviving Company to) purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy maintained by Brookline (provided, that the Surviving Corporation 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 against the present and former officers and directors of Brookline or any of its Subsidiaries arising from facts or events which occurred at or before the Effective Time; provided, that the Surviving Corporation shall not be obligated to expend, on an annual basis, an amount in excess of 300% of the current annual premium paid as of the date hereof by Brookline for such insurance (the “D&O TailPremium Cap”), and if such premiums for such insurance would at any time exceed the Premium Cap, then the Surviving Corporation shall cause to be maintained policies of insurance which, in the Surviving Corporation’s good faith determination, provide the maximum coverage available at an annual premium equal to the Premium Cap. In lieu of the foregoing, Brookline, in consultation with, but only upon the consent of Berkshire, may (and at the request of Berkshire, Brookline shall use its reasonable best efforts to) in respect of acts or omissions occurring obtain at or prior to the Closing covering each D&O Person on terms with respect Effective Time a six (6)-year “tail” policy under Brookline’s existing directors and officers insurance policy providing equivalent coverage to termsthat described in the preceding sentence if and to the extent that the same may be obtained for an amount that, conditionsin the aggregate, coverage, deductibles, limits of liability and amounts that are no less favorable to such person than those of such policy in effect on does not exceed the date of this Agreement for the six year period following the Closing. TopCo shall cause the Surviving Company to maintain the D&O Tail in full force and effect for its full term in accordance with this Section 6.15(b)Premium Cap. (c) The rights of each D&O Person hereunder shall be in addition to, and not in limitation of, any other rights such Person may have under the Governing Documents of Mountain or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) under this Section 6.15 shall not be terminated or modified in such a manner as to adversely affect any D&O Person without the consent of such D&O Person. The provisions of this Section 6.15 6.8 shall survive the Closing Effective Time and expressly are intended to benefitbe for the benefit of, and are shall be enforceable by, each of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15. (d) Brookline Indemnified Party and his or her heirs and representatives. If any of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) Corporation or any of their respective its successors or assigns (i) consolidates with or merges with or into any other Person person and is not the continuing or surviving entity person of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties and assets or deposits to any Personother person or engages in any similar transaction, then, then in each such case, case the Surviving Corporation will cause proper provision shall to be made so that the successors and assigns of the applicable Group Company assumes Surviving Corporation will expressly assume the obligations set forth in this Section 6.156.8.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective Time, TopCo shall indemnify, defend and hold harmless each current or former director or officer of Mountain (each, together with such person’s heirs, executors or administrators, a “D&O Persons”) against any Losses suffered or incurred in connection with, arising out of or otherwise related to any actual or alleged Proceeding or any other matters existing or occurring at or prior to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, including in connection with (i) the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any D&O Persons, in each case, to the fullest extent that Mountain or any of its Affiliates would have been permitted under Mountain’s Governing Documents as of the date hereof and applicable Law to indemnify such D&O Persons, and TopCo shall also advance expenses to such D&O Persons as incurred to the fullest extent permitted to do so under Mountain’s Governing Documents in effect as of the date of this Agreement and applicable Law. Without limiting the foregoing, TopCo Acquisition agrees that all rights to exculpationindemnification now existing in favor of any employee, indemnification agent, director or officer of the Company and advancement its Subsidiaries (the "Indemnified Parties") as provided in their respective charters or bylaws, in an agreement between an Indemnified Party and the Company or one of expenses existing as of its Subsidiaries, or otherwise in effect on the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing Merger and shall continue in full force and effect. For effect for a period of not less than six years after from the Closing DateEffective Time; provided that in the event any claim or claims are asserted or made within such six-year period, TopCo shall cause the Surviving Company to maintain in effect the exculpation, indemnification and advancement of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending such claim or asserted or any claim made within such period claims shall continue until the final disposition of any and all such Proceeding or resolution claims. Acquisition also agrees to indemnify all Indemnified Parties to the fullest extent permitted by applicable law with respect to all acts and omissions arising out of such claim. From and after individuals' services as officers, directors, employees or agents of the Closing, TopCo shall cause all Company or any of its Subsidiaries and or as trustees or fiduciaries of any plan for the Surviving benefit of employees, or otherwise on behalf of, the Company or any of its Subsidiaries, occurring prior to honorthe Effective Time including, without limitation, the transactions contemplated by this Agreement. Without limitation of the foregoing, in accordance the event any such Indemnified Party is or becomes involved in any capacity in any action, proceeding or investigation in connection with their respective termsany matter, each including, without limitation, the transactions contemplated by this Agreement, occurring prior to, and including, the Effective Time, Acquisition will pay as incurred such Indemnified Party's legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith. Acquisition shall pay all expenses, including attorneys' fees, that may be incurred by any Indemnified Party in enforcing the covenants contained indemnity and other obligations provided for in this Section 6.156.2. (b) Prior to Acquisition agrees that the Merger Company and, from and after the Effective Time, Mountain shall and, if Mountain is unable to, TopCo shall (or the Surviving Corporation shall cause to be maintained in effect for not less than six years from the Effective Time the current policies of the directors' and officers' liability insurance maintained by the Company; provided that (i) the Surviving Company toCorporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous; (ii) purchase a “tail” such substitution shall not result in any gaps or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) lapses in coverage with respect of acts or omissions to matters occurring at or prior to the Closing covering each D&O Person on terms with respect to terms, conditions, coverage, deductibles, limits of liability Effective Time; and amounts that are no less favorable to such person than those of such policy in effect on the date of this Agreement for the six year period following the Closing. TopCo shall cause (iii) the Surviving Company to maintain the D&O Tail in full force and effect for its full term in accordance with this Section 6.15(b). (c) The rights of each D&O Person hereunder shall be in addition to, and not in limitation of, any other rights such Person may have under the Governing Documents of Mountain or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) under this Section 6.15 Corporation shall not be terminated or modified required to pay an annual premium in such a manner as excess of 200% of the last annual premium paid by the Company prior to adversely affect any D&O Person without the consent of such D&O Person. The provisions of date hereof and if the Surviving Corporation is unable to obtain the insurance required by this Section 6.15 6.2(b) it shall survive the Closing and expressly are intended obtain as much comparable insurance as possible for an annual premium equal to benefit, and are enforceable by, each of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15such maximum amount. (d) If any of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) or any of their respective successors or assigns (i) consolidates with or merges with or into any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, proper provision shall be made so that the successors and assigns of the applicable Group Company assumes the obligations set forth in this Section 6.15.

Indemnification; Directors’ and Officers’ Insurance. (a) From All rights to exculpation or indemnification (including with respect to the advancement of attorney’s fees, costs or expenses) in connection with, relating to or arising out of actual or alleged acts, errors or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and after its Subsidiaries as provided in their respective articles or certificates of incorporation or by-laws (or other organizational documents) shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Effective Time and the obligations of the Company in connection therewith shall be deemed irrevocably assumed and guaranteed, effective as of the Effective Time, TopCo by the Surviving Corporation. In the event that any claim or claims for indemnification are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall indemnifycontinue until the disposition of any and all such claims. (b) After the Effective Time, defend the Surviving Corporation shall, to the fullest extent permitted under applicable Law, indemnify and hold harmless each current or present and former director or officer of Mountain the Company and each of the Company’s Subsidiaries and each such person who served at the request of the Company or any Company Subsidiary as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (eachcollectively, together with such person’s heirs, executors or administrators, a the “D&O PersonsCovered Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any Losses suffered claim, action, suit, proceeding or incurred investigation (whether arising before or after the Effective Time), whether civil, administrative or investigative (a “Proceeding”), in connection with, arising out of or otherwise related relating to any actual action or alleged Proceeding omission in their capacities as officers or any other matters existing or occurring at or prior to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, including in connection with (i) the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any D&O Personsdirectors, in each case, to case occurring before the fullest extent Effective Time (including the transactions contemplated by this Agreement); and shall pay or reimburse the Covered Parties’ expenses in advance of a final disposition of any Proceeding promptly following submission of reasonable documentation that Mountain or any of its Affiliates would such expenses have been permitted under Mountain’s Governing Documents as of the date hereof and applicable Law to indemnify such D&O Persons, and TopCo shall also advance expenses to such D&O Persons as incurred to the fullest extent permitted to do so under Mountain’s Governing Documents in effect as of the date of this Agreement and applicable Lawincurred. Without limiting the foregoing, TopCo agrees that all rights to exculpationin the event of any such claim, indemnification and advancement of expenses existing as of the date hereof in favor of each D&O Personaction, as provided in Mountain’s Governing Documents suit, proceeding or any indemnification agreement with Mountain shall survive the Closing and shall continue in full force and effect. For a period of six years after the Closing Dateinvestigation, TopCo shall cause (i) the Surviving Company Corporation shall be entitled to maintain in effect control the exculpation, indemnification and advancement of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution defense of such claim. From , action, suit, proceeding or investigation, (ii) if the Surviving Corporation does not promptly select counsel and after commence the Closingdefense of such claim, TopCo action, suit, proceeding or investigation, the Covered Party shall cause all of its Subsidiaries be entitled to select counsel for the Covered Party, which counsel shall be reasonably satisfactory to the Surviving Corporation and the Surviving Company to honorCorporation shall pay the fees and expenses of such counsel promptly after statements therefor are received, (iii) the Covered Party shall reasonably cooperate in accordance with their respective termsthe defense of any such matter, each of and (iv) the covenants contained in this Section 6.15Surviving Corporation shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld or delayed). (bc) Prior At or prior to the Merger Effective Time, Mountain the Company shall and, if Mountain is unable to, TopCo shall (or shall cause the Surviving Company to) purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (which by its terms shall survive the “D&O Tail”Merger) for directors and officers of the Company, which shall provide such directors and officers with coverage for six (6) years following the Effective Time of not less than the existing coverage under, and have other terms not materially less favorable on the whole to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by the Company, so long as the aggregate cost is not greater than the lesser of (i) 250% of the annual premium payable by the Company for its existing insurance as of the date hereof and (ii) $4,000,000, in respect of acts or omissions occurring at or prior to either case for a one-time premium payment for such six-year period; provided, that in the Closing covering each D&O Person on terms with respect to terms, conditions, event that such lesser amount for a one-time premium payment for such six-year period is insufficient for such coverage, deductibles, limits of liability and amounts that are no less favorable to such person than those of such policy in effect on the date of this Agreement for the six year period following the Closing. TopCo shall cause the Surviving Company Corporation shall spend up to maintain the D&O Tail in full force and effect for its full term in accordance that amount to purchase such lesser coverage as may be obtained with this Section 6.15(b)such amount. (cd) The rights of each D&O Person hereunder shall be in addition to, and not in limitation of, any other rights such Person may have under the Governing Documents of Mountain or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) under this Section 6.15 shall not be terminated or modified in such a manner as to adversely affect any D&O Person without the consent of such D&O Person. The provisions of this Section 6.15 shall survive the Closing and expressly 4.5 are intended to benefitbe for the benefit of, and are shall be enforceable by, each Person who is or has been a director or officer of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15. (d) If any Company or a Subsidiary of the Group Companies (which includes at Company, and such director’s or immediately following the Merger Effective Time, for the avoidance officer’s heirs and personal representatives and shall be binding on all successors and assigns of doubt, TopCo and the Surviving Company) Corporation. In the event Surviving Corporation or any of their respective its successors or assigns (i) consolidates with or merges with or into any other Person and is shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Personassets, then, and in each such case, proper provision shall be made so that the successors and assigns of the applicable Group Company assumes Surviving Corporation assume the obligations set forth in this Section 6.154.5.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective Time, TopCo shall indemnifyParent will, defend and will cause the Surviving Corporation to, indemnify and hold harmless each current or present and former director or and officer of Mountain the Company or any of its Subsidiaries (eachin each case, together with when acting in such person’s heirs, executors or administrators, a capacity) (the “D&O Indemnified Persons”) ), determined as of the Effective Time, against any Losses suffered costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred by such Indemnified Person in connection withwith any Action, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any actual or alleged Proceeding or any other matters existing or occurring at or prior to the Effective Time (including in connection with the approval of this Agreement, the Merger Effective Timeand the other transactions contemplated hereby or arising out of or pertaining to such transactions), whether asserted or claimed prior to, at or after the Merger Effective Time, including in connection with (i) the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any D&O Persons, in each case, to the fullest extent that Mountain or any of its Affiliates the Company would have been permitted under Mountain’s Governing Documents as of the date hereof and applicable Law authorized to indemnify such D&O Persons, and TopCo shall also advance expenses to such D&O Indemnified Persons as incurred to the fullest extent permitted to do so under Mountain’s Governing Documents in effect as its articles of the date of this Agreement and applicable Law. Without limiting the foregoing, TopCo agrees that all rights to exculpation, indemnification and advancement of expenses existing as of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents incorporation or any indemnification agreement with Mountain shall survive the Closing and shall continue in full force and effect. For a period of six years after the Closing Date, TopCo shall cause the Surviving Company to maintain in effect the exculpation, indemnification and advancement of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15. (b) Prior to the Merger Effective Time, Mountain shall and, if Mountain is unable to, TopCo shall (or shall cause the Surviving Company to) purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring at or prior to the Closing covering each D&O Person on terms with respect to terms, conditions, coverage, deductibles, limits of liability and amounts that are no less favorable to such person than those of such policy bylaws in effect on the date of this Agreement (and Parent will or will cause the Surviving Corporation to advance expenses as incurred to the fullest extent authorized under applicable Law; provided, that the Indemnified Person to whom expenses are advanced provides the undertaking required by applicable Law to repay such advances if it is ultimately determined that such Indemnified Person is not entitled to indemnification). (b) For a period of at least six (6) years from and after the Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation shall include provisions for indemnification, advancement of expenses and exculpation of the six year period following Indemnified Persons on the Closingsame basis as set forth in the certificate of incorporation and bylaws of the Company in effect on the date of this Agreement. TopCo Following the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Company Corporation to, maintain in effect the provisions in its certificate of incorporation and bylaws providing for indemnification, advancement of expenses and exculpation of the Indemnified Persons, as applicable, with respect to maintain the D&O Tail in full force facts or circumstances occurring at or prior to the Effective Time to the fullest extent authorized from time to time under applicable Law, and effect for its full term in accordance with this Section 6.15(b)such provisions shall not be amended except as required by applicable Law or to make changes permitted by applicable Law that would enlarge the scope of the Indemnified Persons’ indemnification rights thereunder. (c) The rights of each D&O Person hereunder shall be in addition to, and not in limitation of, any other rights such Person may have under Prior to the Governing Documents of Mountain or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of the Group Companies (which includes at or immediately following the Merger Effective Time, the Company will and, if the Company is unable to, Parent will cause the Surviving Corporation as of the Effective Time to, obtain (and, in either case, Parent shall cause the Surviving Corporation to keep in effect thereafter) “tail” insurance policies for the avoidance extension of doubtthe directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies for a claims period of at least six years from and after the Effective Time from an insurance carrier with the same or better credit rating as the Company’s insurance carriers as of the date hereof with respect to directors’ and officers’ liability insurance (collectively, TopCo “D&O Insurance”) with terms, conditions, retentions and limits of liability that are comparable to the Company’s existing policies with respect to any matter existing or occurring at or prior to the Effective Time (including in connection with the approval of this Agreement, the Merger and the other transactions contemplated hereby or arising out of or pertaining to such transactions), provided that the cost thereof does not exceed an amount equal to 300% of the annual premiums currently paid by the Company for such insurance (which premium amount the Company represents and warrants is as set forth in Section 6.13 of the Company Disclosure Letter). If the Company and the Surviving Corporation for any reason fail to obtain such insurance policies as of the Effective Time, the Surviving Corporation will, and Parent will cause the Surviving Corporation to, continue to maintain in effect for a period of at least six years from and after the Effective Time the D&O Insurance in place as of the date hereof with terms, conditions, retentions and limits of liability that are comparable to the insureds as provided in the Company) under this Section 6.15 shall not be terminated ’s existing policies as of the date hereof, or modified the Surviving Corporation will, and Parent will cause the Surviving Corporation to, purchase comparable D&O Insurance for such six-year period with terms, conditions, retentions and limits of liability that are comparable to the insureds as provided in such a manner the Company’s existing policies as of the date hereof with respect to adversely affect any D&O Person without matter existing or occurring at or prior to the consent of such D&O Person. The provisions Effective Time (including in connection with the approval of this Section 6.15 shall survive Agreement, the Closing Merger and expressly are intended the other transactions contemplated hereby or arising out of or pertaining to benefitsuch transactions); provided, and are enforceable byhowever, each that in no event will Parent or the Surviving Corporation be required to expend for such policies pursuant to this sentence an annual premium amount in excess of 200% of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15annual premiums currently paid by the Company for such insurance. (d) If any of the Group Companies (which includes at Parent or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) Corporation or any of their respective successors or assigns (i) consolidates with or merges with or into any other Person and is not the continuing or surviving corporation or entity of such that consolidation or merger merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall cause proper provision shall provisions to be made prior to the consummation of any transaction of the type described in clause “(i)” or “(ii)” so that the successors and assigns of Parent or the applicable Group Company assumes Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 6.156.13. (e) This Section 6.13 is intended for the irrevocable benefit of, and to grant third party rights to, the Indemnified Persons and shall be binding on all successors and assigns of Parent and the Surviving Corporation. Each Indemnified Person shall be a third-party beneficiary of this Section 6.13 and entitled to enforce the covenants contained in this Section 6.13. If any Indemnified Person makes any claim for indemnification or advancement of expenses under this Section 6.13 that is denied by Parent or the Surviving Corporation and a court of competent jurisdiction determines that the Indemnified Person is entitled to such indemnification, then Parent or the Surviving Corporation shall pay such Indemnified Person’s costs and expenses, including reasonable legal fees and expenses, incurred in connection with pursuing such claim against Parent or the Surviving Corporation. The rights of the Indemnified Persons under this Section 6.13 shall be in addition to any rights that such Indemnified Person may have under the organizational documents of the Company or under any applicable Contracts, insurance policies or applicable Laws.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective Time, TopCo Purchaser shall indemnify, defend indemnify and hold harmless harmless, to the fullest extent permitted under applicable law (and Purchaser shall also advance expenses as incurred to the fullest extent permitted under applicable law provided the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification), each current or present and former director or director, officer and employee of Mountain Company and its Subsidiaries (eachin each case, together with when acting in such person’s heirscapacity) (collectively, executors or administrators, a the “D&O PersonsIndemnified Parties”) against any Losses suffered costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related pertaining to any actual or alleged Proceeding or any other matters existing or occurring at or prior to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, including in connection with (i) the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any D&O Persons, in each case, to the fullest extent that Mountain or any of its Affiliates would have been permitted under Mountain’s Governing Documents as of the date hereof and applicable Law to indemnify such D&O Persons, and TopCo shall also advance expenses to such D&O Persons as incurred to the fullest extent permitted to do so under Mountain’s Governing Documents in effect as of the date of transactions contemplated by this Agreement and applicable Law. Without limiting the foregoingOption Agreement. (b) Subject to the following sentence, TopCo agrees that all rights to exculpation, indemnification and advancement of expenses existing as of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing and shall continue in full force and effect. For for a period of six years after following the Closing DateEffective Time, TopCo shall cause Purchaser will provide director’s and officer’s liability insurance that serves to reimburse the Surviving present and former officers and directors of Company to maintain in effect the exculpation, indemnification and advancement or any of expenses provisions of Mountain’s Governing Documents as in effect its Subsidiaries (determined as of the date hereof Effective Time) (providing only for the Side A coverage for Indemnified Parties where the existing policies also include Side B coverage for Company) with respect to claims against such directors and officers arising from facts or in any indemnification agreement between Mountain events occurring before the Effective Time (including the transactions contemplated by this Agreement) which insurance will contain at least the same coverage and any D&O Person amounts, and contain terms and conditions no less advantageous to the Indemnified Party as in effect as that coverage currently provided by Company. At the option of the date hereofCompany, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15. (b) Prior to the Merger Effective Time, Mountain shall and, if Mountain is unable to, TopCo shall (or shall cause the Surviving Company to) purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring at or prior to the Closing covering each D&O Person Effective Time and in lieu of the foregoing, Company may purchase a tail policy for director’s and officer’s liability insurance on the terms with respect to terms, conditions, coverage, deductibles, limits of liability described in the prior sentence and amounts that are no less favorable to such person than those of fully pay for such policy in effect on the date of this Agreement for the six year period following prior to the Closing. TopCo shall cause the Surviving Company to maintain the D&O Tail in full force and effect for its full term in accordance with this Section 6.15(b). (c) The rights Any Indemnified Party wishing to claim indemnification under Section 6.6(a), upon learning of each D&O Person hereunder shall be in addition toany claim, and action, suit, proceeding or investigation described above, will promptly notify Purchaser; provided that failure so to notify will not in limitation of, any other rights such Person may have under affect the Governing Documents of Mountain or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of Purchaser under Section 6.6(a) unless and to the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo extent that Purchaser is actually and the Surviving Company) under this Section 6.15 shall not be terminated or modified in such materially prejudiced as a manner as to adversely affect any D&O Person without the consent of such D&O Person. The provisions of this Section 6.15 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15consequence. (d) If any of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) Purchaser or any of their respective its successors or assigns (i) consolidates with or merges with or into any other Person entity and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Personother entity, then, then and in each such case, Purchaser will cause proper provision shall to be made so that the successors and assigns of the applicable Group Company assumes Purchaser will assume the obligations set forth in this Section 6.156.6.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective Time, TopCo each of Purchaser and the Surviving Corporation shall indemnify, defend indemnify and hold harmless each current or present and former director or and officer of Mountain Company and its Subsidiaries (eachin each case, together with when acting in such person’s heirscapacity) (collectively, executors or administrators, a the “D&O PersonsIndemnified Parties”) against any Losses suffered costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related pertaining to any actual or alleged Proceeding or any other matters existing or occurring at or prior to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, including in connection with (i) the Transactions, and (ii) actions to enforce transactions contemplated by this provision or any other indemnification or advancement right of any D&O Persons, in each caseAgreement, to the fullest extent that Mountain or any of its Affiliates would have been permitted under Mountain’s Governing Documents as of applicable law; and Purchaser and the date hereof and applicable Law to indemnify such D&O Persons, and TopCo Surviving Corporation shall also advance expenses to such D&O Persons as incurred to the fullest extent permitted under applicable law; provided that the Indemnified Party to do so under Mountainwhom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Indemnified Party is not entitled to indemnification. (b) Subject to the following sentence, for a period of six years following the Effective Time, Purchaser will provide director’s Governing Documents in effect and officer’s liability insurance that serves to reimburse the present and former officers and directors of Company or any of its Subsidiaries (determined as of the date Effective Time) (providing only for the Side A coverage for Indemnified Parties where the existing policies also include Side B coverage for Company) with respect to claims against such directors and officers arising from facts or events occurring before the Effective Time (including the transactions contemplated by this Agreement), which insurance will contain at least the same coverage and amounts, and contain terms and conditions no less advantageous to the Indemnified Party as that coverage currently provided by Company; provided that in no event shall Purchaser be required to expend, on an annual basis, an amount in excess of this Agreement and applicable Law. Without limiting 150% of the foregoing, TopCo agrees that all rights to exculpation, indemnification and advancement of expenses existing aggregate annual premiums paid as of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing and shall continue in full force and effect. For a period of six years after the Closing Date, TopCo shall cause the Surviving by Company to maintain in effect the exculpation, indemnification and advancement of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify for any such provision in any manner that would adversely affect insurance (the rights of any D&O Person thereunder“Premium Cap”); provided, further, that all rights if any such annual expense at any time would exceed the Premium Cap, then Purchaser will cause to exculpation, indemnification or advancement be maintained policies of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until insurance which provide the disposition of such Proceeding or resolution of such claimmaximum coverage available at an annual premium equal to the Premium Cap. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15. (b) Prior to the Merger Effective TimeTime and in lieu of the foregoing, Mountain shall and, if Mountain is unable to, TopCo shall (or shall cause the Surviving Company to) will use reasonable best efforts to purchase a “tail” or “runoff” tail policy for directors’ and officers’ liability insurance on the terms described in the prior sentence and otherwise subject to the specification set forth on Exhibit 6.6(b) hereto and fully pay for such policy (the “D&O Tail”) in respect of acts or omissions occurring at or prior to the Closing covering each D&O Person on terms with respect to terms, conditions, coverage, deductibles, limits of liability and amounts that are no less favorable to such person than those of such policy in effect on the date of this Agreement for the six year period following the Closing. TopCo shall cause the Surviving Company to maintain the D&O Tail in full force and effect for its full term in accordance with this Section 6.15(b)Effective Time. (c) The rights Any Indemnified Party wishing to claim indemnification under Section 6.6(a), upon learning of each D&O Person hereunder shall be in addition toany claim, and action, suit, proceeding or investigation described above, will promptly notify Purchaser; provided that failure to so notify will not in limitation of, any other rights such Person may have under affect the Governing Documents of Mountain or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of Purchaser under Section 6.6(a) unless and to the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo extent that Purchaser is actually and the Surviving Company) under this Section 6.15 shall not be terminated or modified in such materially prejudiced as a manner as to adversely affect any D&O Person without the consent of such D&O Person. The provisions of this Section 6.15 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15consequence. (d) If any of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) Purchaser or any of their respective its successors or assigns (i) consolidates with or merges with or into any other Person entity and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Personother entity, then, then and in each such case, Purchaser will cause proper provision shall to be made so that the successors and assigns of the applicable Group Company assumes Purchaser will assume the obligations set forth in this Section 6.156.6.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective Time, TopCo M&T shall indemnify, defend indemnify and hold harmless harmless, to the fullest extent permitted under applicable law (and shall also advance expenses as incurred to the fullest extent permitted under applicable law provided the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification), each current present and former director, officer and employee of Xxxxxx and its Subsidiaries or former director fiduciaries of Xxxxxx or officer any of Mountain its Subsidiaries under Xxxxxx Plans (eachin each case, together with when acting in such person’s heirscapacity) (collectively, executors or administrators, a the “D&O Indemnified Persons”) against any Losses suffered costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related pertaining to any actual or alleged Proceeding or any other matters existing or occurring at or prior to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, including in connection with the transactions contemplated by this Agreement. (ib) the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any D&O Persons, in each case, Subject to the fullest extent following sentence, for a period of six years following the Effective Time, M&T will provide or purchase director’s and officer’s liability insurance that Mountain serves to reimburse the present and former officers and directors of Xxxxxx or any of its Affiliates would have been permitted under Mountain’s Governing Documents Subsidiaries (determined as of the Effective Time) (providing only for Side A coverage for Indemnified Persons where the existing policies also include Side B coverage for Xxxxxx) with respect to claims against such directors and officers arising from facts or events occurring before the Effective Time (including the transactions contemplated by this Agreement), which insurance will contain at least the same coverage and amounts, and contain terms and conditions no less advantageous to the Indemnified Person as that coverage currently provided by Xxxxxx; provided that in no event shall M&T be required to expend, on an annual basis, an amount in excess of 300% of the aggregate annual premiums paid as of the date hereof and applicable Law by Xxxxxx for any such insurance (the “Premium Cap”); provided, further, that if any such annual expense at any time would exceed the Premium Cap, then M&T will cause to indemnify such D&O Persons, and TopCo shall also advance expenses to such D&O Persons as incurred be maintained policies of insurance which provide the maximum coverage available at an annual premium equal to the fullest extent permitted Premium Cap. At the option of M&T, prior to do so under Mountain’s Governing Documents the Effective Time and in effect as lieu of the date of this Agreement and applicable Law. Without limiting the foregoing, TopCo agrees that all rights to exculpation, indemnification and advancement of expenses existing as of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain Xxxxxx shall survive the Closing and shall continue in full force and effect. For a period of six years after the Closing Date, TopCo shall cause the Surviving Company to maintain in effect the exculpation, indemnification and advancement of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15. (b) Prior to the Merger Effective Time, Mountain shall and, if Mountain is unable to, TopCo shall (or shall cause the Surviving Company to) purchase a “tail” or “runoff” tail policy for directors’ and officers’ liability insurance on the terms described in the prior sentence (including subject to the Premium Cap) and fully pay for such policy (the “D&O Tail”) in respect of acts or omissions occurring at or prior to the Closing covering each D&O Person on terms with respect to terms, conditions, coverage, deductibles, limits of liability and amounts that are no less favorable to such person than those of such policy in effect on the date of this Agreement for the six year period following the Closing. TopCo shall cause the Surviving Company to maintain the D&O Tail in full force and effect for its full term in accordance with this Section 6.15(b)Effective Time. (c) The rights Any Indemnified Person wishing to claim indemnification under Section 6.6(a), upon learning of each D&O Person hereunder shall be in addition toany claim, and action, suit, proceeding or investigation described above, will promptly notify M&T; provided that failure to so notify will not in limitation of, any other rights such Person may have under affect the Governing Documents of Mountain or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of M&T under Section 6.6(a) unless and to the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo extent that M&T is actually and the Surviving Company) under this Section 6.15 shall not be terminated or modified in such materially prejudiced as a manner as to adversely affect any D&O Person without the consent of such D&O Person. The provisions of this Section 6.15 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15consequence. (d) If any of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) M&T or any of their respective its successors or assigns (i) consolidates with or merges with or into any other Person entity and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Personother entity, then, then and in each such case, M&T will cause proper provision shall to be made so that the successors and assigns of the applicable Group Company assumes M&T will assume the obligations set forth in this Section 6.156.6.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective Time, TopCo each of Parent and Surviving Corporation shall indemnify, defend (i) indemnify and hold harmless each current individual who at the Effective Time is, or former director or officer of Mountain (each, together with such person’s heirs, executors or administratorsany time prior to the Effective Time was, a director, officer or employee of the Company or any of its Subsidiaries (the “D&O PersonsIndemnitees”) against any Losses suffered or incurred in respect of all claims, liabilities, losses, damages, judgments, fines, penalties costs and expenses (including legal expenses) in connection withwith any claim, suit, action, proceeding or investigation, whenever asserted, based on or arising out of the fact that Indemnitee was an officer, director or otherwise related to any actual or alleged Proceeding employee of the Company or any other matters existing Subsidiary or occurring acts or omissions by Indemnitee in such capacity or taken at the request of the Company or any Subsidiary, at or any time prior to the Merger Effective TimeTime (including any claim, whether asserted suit, action, proceeding or claimed prior to, at or after investigation relating to the Merger Effective Time, including in connection with (i) the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any D&O Persons, in each casetransactions contemplated hereby), to the fullest extent that Mountain or any of its Affiliates would have been permitted under Mountain’s Governing Documents as by Law and (ii) assume all obligations of the date hereof Company and applicable Law its Subsidiaries to indemnify such D&O Persons, and TopCo shall also advance expenses to such D&O Persons as incurred to the fullest extent permitted to do so under Mountain’s Governing Documents in effect as of the date of this Agreement and applicable Law. Without limiting the foregoing, TopCo agrees that all rights to exculpation, indemnification and advancement of expenses existing as of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing and shall continue in full force and effect. For a period of six years after the Closing Date, TopCo shall cause the Surviving Company to maintain in effect the exculpation, indemnification and advancement of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses Indemnitees in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From indemnification and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15. (b) Prior to the Merger Effective Time, Mountain shall and, if Mountain is unable to, TopCo shall (or shall cause the Surviving Company to) purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of exculpation from liabilities for acts or omissions occurring at or prior to the Closing covering each D&O Person on Effective Time as provided in the Company’s Charter Documents and the organizational documents of the Company’s Subsidiaries. In addition, Parent, from and after the Effective Time, shall, and shall cause Surviving Corporation to, advance any expenses (including legal expenses) of any Indemnitee under this Section 5.10 as incurred to the fullest extent permitted by Applicable Law, provided that the Indemnitee to whom expenses are advanced provides an undertaking to repay advances if it shall be determined that such Indemnitee is not entitled to be indemnified pursuant to this Section 5.10. (b) The Surviving Corporation shall use its reasonable best efforts to maintain in effect for six years after the Effective Time, the current directors’ and officers’ liability insurance policies maintained by the Company (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous to such officers and directors so long as substitution does not result in gaps or lapses in coverage) with respect to matters occurring prior to the Effective Time; provided, however, that in no event shall the Surviving Corporation be required to expend pursuant to this Section 5.10(b) more than an amount per year equal to 300% of current annual premiums paid by the Company for such insurance and, in the event the cost of such coverage shall exceed that amount, the Surviving Corporation shall purchase as much coverage as possible for such amount. The provisions of this Section 5.10 shall be deemed to have been satisfied if prepaid “tail” policies with the same terms, conditions, coverage, deductibles, limits conditions and coverage as indicated above have been obtained by the Company for purposes of liability and amounts that are no less favorable to such person than those this Section 5.10 from carriers with the same or better rating as the carrier of such policy in effect on insurances as of the date of this Agreement for Agreement. The Surviving Corporation shall keep such coverage in effect after the six year period following the Closing. TopCo shall cause the Surviving Company to maintain the D&O Tail in full force and effect for its full term in accordance with this Section 6.15(b)Effective Time. (c) The rights provisions of each D&O Person hereunder this Section 5.10 are intended for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her Representatives and is in addition to, and not in limitation ofsubstitution for, any other rights such Person to indemnification or contribution that any Indemnitee may have under the Governing Documents of Mountain or any other Group CompanyCompany Charter Documents, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law by contract or otherwise. The obligations of In the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and event the Surviving Company) under this Section 6.15 shall not be terminated or modified in such a manner as to adversely affect any D&O Person without the consent of such D&O Person. The provisions of this Section 6.15 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15. (d) If any of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) Corporation or any of their respective its successors or assigns (i) consolidates with or merges with or into any other Person and is shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the applicable Group Company assumes Surviving Corporation or the purchaser of its assets and properties shall assume the obligations set forth in this Section 6.155.10. This Section 5.10 shall survive the Effective Time.

Indemnification; Directors’ and Officers’ Insurance. (a) From For a period of six (6) years from and after the Merger FMCTI Effective Time, TopCo Topco shall indemnify, defend (i) indemnify and hold harmless each current harmless, and provide advancement of expenses to, all past and present (as of the FMCTI Effective Time) directors, officers and employees of FMCTI and its Subsidiaries (in all of their capacities) (A) to the same extent such persons are indemnified or former director have the right to advancement of expenses as of the date of the MOU by FMCTI pursuant to the Organizational Documents of FMCTI or officer its Subsidiaries and indemnification agreements, if any, in existence on the date of Mountain the MOU with any directors, officers and employees of FMCTI and its Subsidiaries against all costs or expenses (eachincluding reasonable attorney’s fees and disbursements), together with judgments, inquiries, fines, losses, claims, damages or liabilities incurred by such person’s heirs, executors or administrators, a “D&O Persons”) against any Losses suffered or incurred individual in connection withwith any civil, criminal, administrative or investigative proceeding arising out of or otherwise related pertaining to any actual act or alleged Proceeding omission of the director, officer or any other matters existing employee of FMCTI or occurring at or prior to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, including in connection with (i) the Transactions, its Subsidiaries and (iiB) actions without limitation to enforce this provision or any other indemnification or advancement right of any D&O Personsclause (A), in each casewith respect to directors and officers, to the fullest extent that Mountain or any of its Affiliates would have been permitted under Mountain’s Governing Documents as of the date hereof and applicable Law to indemnify such D&O Persons, and TopCo shall also advance expenses to such D&O Persons as incurred to the fullest extent permitted to do so under Mountain’s Governing Documents in effect as of the date of this Agreement and applicable by Law. Without limiting the foregoing, TopCo agrees that all rights to exculpation, indemnification and advancement of expenses existing as of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing and shall continue in full force and effect. For a period of six years after the Closing Date, TopCo shall cause the Surviving Company to maintain in effect the exculpation, indemnification and advancement of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15. (b) Prior to the Merger Effective Time, Mountain shall and, if Mountain is unable to, TopCo shall (or shall cause the Surviving Company to) purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of case for acts or omissions occurring at or prior to the Closing covering each D&O Person on FMCTI Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (ii) include and cause to be maintained in effect in Topco’s (or any successor’s) Organizational Documents for a period of at least six (6) years after the FMCTI Effective Time, provisions providing for the elimination of liability of directors, indemnification of officers and directors and advancement of expenses to the fullest extent permitted by Law, (iii) cause to be maintained for a period of six (6) years after the FMCTI Effective Time the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by FMCTI (provided, that Topco (or any successor) may substitute therefor one or more policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured) with respect to termsclaims arising from facts or events that occurred on or before the FMCTI Effective Time; provided, conditionshowever, coveragethat in no event shall Topco be required to expend in any one year an amount in excess of two hundred percent (200%) of the annual premiums (such two hundred percent (200%) amount, deductiblesthe “Maximum FMCTI Insurance Amount”) currently paid by FMCTI for such insurance; and, limits provided, further, that if the annual premiums of liability such insurance coverage exceed such amount, Topco shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. Topco may, in lieu of maintaining the insurance described in clause (iii) of this Section 5.12(a), purchase a six-year “tail” prepaid policy on terms and amounts that are conditions no less favorable advantageous to such person the insured than those of such policy in effect on the date of this Agreement for current directors’ and officers’ liability insurance and fiduciary liability insurance maintained by FMCTI; provided, that the aggregate amount paid by Topco shall not exceed six year period following (6) times the Closing. TopCo shall cause the Surviving Company to maintain the D&O Tail in full force and effect for its full term in accordance with this Section 6.15(b). (c) The rights of each D&O Person hereunder shall be in addition to, and not in limitation of, any other rights such Person may have under the Governing Documents of Mountain or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwiseMaximum FMCTI Insurance Amount. The obligations of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) Topco under this Section 6.15 5.12(a) shall be subject to any restrictions of applicable Law and shall not be terminated or modified in such a manner as to adversely affect any D&O Person indemnitee to whom this Section 5.12(a) applies without the consent of such D&O Person. The provisions affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 5.12(a) applies shall be third-party beneficiaries of this Section 6.15 5.12(a)). (b) From and after the FMCTI Effective Time, Topco shall survive the Closing (i) indemnify and expressly are intended to benefithold harmless, and are enforceable byprovide advancement of expenses to, each all past and present (as of the D&O PersonsFMCTI Effective Time) directors, officers and employees of Technip and its Subsidiaries (in all of their capacities) (A) to the same extent such persons are indemnified or have the right to advancement of expenses as of the date of the MOU by Technip pursuant to the Organizational Documents of Technip or its Subsidiaries and indemnification agreements, if any, in existence on the date of the MOU with any directors, officers and employees of Technip and its Subsidiaries against all costs or expenses (including reasonable attorney’s fees and disbursements), judgments, inquiries, fines, losses, claims, damages or liabilities incurred by such individual in connection with any civil, criminal, administrative or investigative proceeding arising out of or pertaining to any act or omission of the director, officer or employee of FMCTI or its Subsidiaries and (B) without limitation to clause (A), with respect to directors and officers, to the fullest extent permitted by Law, in each case for acts or omissions occurring at or prior to the FMCTI Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby), (ii) include and cause to be maintained in effect in Topco’s (or any successor’s) Organizational Documents for a period of at least six (6) years after the FMCTI Effective Time, provisions providing for the elimination of liability of directors, indemnification of officers and directors and advancement of expenses to the fullest extent permitted by Law and (iii) cause to be maintained for a period of six (6) years after the FMCTI Effective Time the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by Technip (provided, that Topco (or any successor) may substitute therefor one or more policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured) with respect to claims arising from facts or events that occurred on or before the FMCTI Effective Time; provided, however, that in no event shall Topco be required to expend in any one year an amount in excess of two hundred percent (200%) of the annual premiums (such two hundred percent (200%) amount, the “Maximum Technip Insurance Amount”) currently paid by Technip for such insurance; and, provided, further, that if the annual premiums of such insurance coverage exceed such amount, Topco shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. Topco may, in lieu of maintaining the insurance described in clause (iii) of Section 5.12(b), purchase a six-year “tail” prepaid policy on terms and conditions no less advantageous to the insured than the current directors’ and officers’ liability insurance and fiduciary liability insurance maintained by Technip; provided, that the aggregate amount paid by Topco shall not exceed six (6) times the Maximum Technip Insurance Amount. The obligations of Topco under this Section 5.12(b) shall be subject to any restrictions of applicable Law and shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom is an intended this Section 5.12(b) applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 5.12(b) applies shall be third party beneficiary beneficiaries of this Section 6.155.12(b)). (d) If any of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) or any of their respective successors or assigns (i) consolidates with or merges with or into any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, proper provision shall be made so that the successors and assigns of the applicable Group Company assumes the obligations set forth in this Section 6.15.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective Time, TopCo the Surviving Entity shall indemnify, defend indemnify and hold harmless and shall advance expenses as incurred, in each current case to the extent (subject to applicable law) such persons are indemnified as of the date of this Agreement by SunTrust pursuant to the SunTrust Articles, the SunTrust Bylaws, the governing or organizational documents of any Subsidiary of SunTrust and any indemnification agreements in existence as of the date hereof and disclosed in Section 6.7(a) of the SunTrust Disclosure Schedule, each present and former director director, officer or officer employee of Mountain SunTrust and its Subsidiaries (eachin each case, together with when acting in such person’s heirscapacity) (collectively, executors or administrators, a the “D&O PersonsSunTrust Indemnified Parties”) against any Losses suffered costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, damages or liabilities incurred in connection withwith any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising before or after the Effective Time, arising out of the fact that such person is or otherwise related to any actual was a director, officer or alleged Proceeding employee of SunTrust or any other of its Subsidiaries and pertaining to matters existing or occurring at or prior to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, including the transactions contemplated by this Agreement; provided, that in connection with (i) the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right case of any D&O Persons, in each case, to the fullest extent that Mountain or any of its Affiliates would have been permitted under Mountain’s Governing Documents as of the date hereof and applicable Law to indemnify such D&O Persons, and TopCo shall also advance expenses to such D&O Persons as incurred to the fullest extent permitted to do so under Mountain’s Governing Documents in effect as of the date of this Agreement and applicable Law. Without limiting the foregoing, TopCo agrees that all rights to exculpation, indemnification and advancement of expenses, any SunTrust Indemnified Party to whom expenses existing as of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing and shall continue in full force and effect. are advanced provides an undertaking to repay such advances if it is ultimately determined that such SunTrust Indemnified Party is not entitled to indemnification. (b) For a period of six (6) years after the Closing DateEffective Time, TopCo the Surviving Entity shall cause the Surviving Company to maintain be maintained in effect the exculpation, indemnification and advancement current policies of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15. (b) Prior to the Merger Effective Time, Mountain shall and, if Mountain is unable to, TopCo shall (or shall cause the Surviving Company to) purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy maintained by SunTrust (provided, that the Surviving Entity 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 which occurred at or before the Effective Time; provided, however, that the Surviving Entity shall not be obligated to expend, on an annual basis, an amount in excess of 300% of the current annual premium paid as of the date hereof by SunTrust for such insurance (the “D&O TailPremium Cap”), and if such premiums for such insurance would at any time exceed the Premium Cap, then the Surviving Entity shall cause to be maintained policies of insurance which, in the Surviving Entity’s good faith determination, provide the maximum coverage available at an annual premium equal to the Premium Cap. In lieu of the foregoing, BB&T or SunTrust, in consultation with, but only upon the consent of BB&T, may (and at the request of BB&T, SunTrust shall use its reasonable best efforts to) in respect of acts or omissions occurring obtain at or prior to the Closing covering each D&O Person on terms with respect Effective Time a six (6)-year “tail” policy under SunTrust’s existing directors’ and officers’ insurance policy providing equivalent coverage to termsthat described in the preceding sentence if and to the extent that the same may be obtained for an amount that, conditionsin the aggregate, coverage, deductibles, limits of liability and amounts that are no less favorable to such person than those of such policy in effect on does not exceed the date of this Agreement for the six year period following the Closing. TopCo shall cause the Surviving Company to maintain the D&O Tail in full force and effect for its full term in accordance with this Section 6.15(b)Premium Cap. (c) The rights of each D&O Person hereunder shall be in addition to, and not in limitation of, any other rights such Person may have under the Governing Documents of Mountain or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) under this Section 6.15 shall not be terminated or modified in such a manner as to adversely affect any D&O Person without the consent of such D&O Person. The provisions of this Section 6.15 6.7 shall survive the Closing Effective Time and expressly are intended to benefitbe for the benefit of, and are shall be enforceable by, each of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15. (d) SunTrust Indemnified Party and his or her heirs and representatives. If any of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) Entity or any of their respective its successors or assigns (i) consolidates with or merges with or into any other Person person and is not the continuing or surviving entity of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties and assets or deposits to any Personother person or engages in any similar transaction, then, then in each such case, the Surviving Entity will cause proper provision shall to be made so that the successors and assigns of the applicable Group Company assumes Surviving Entity will expressly assume the obligations set forth in this Section 6.156.7.

Indemnification; Directors’ and Officers’ Insurance. (a) From The articles of incorporation and after bylaws of the Merger Effective Time, TopCo Successor Corporation shall indemnify, defend and hold harmless each current or former director or officer of Mountain (each, together with such person’s heirs, executors or administrators, a “D&O Persons”) against any Losses suffered or incurred in connection with, arising out of or otherwise related to any actual or alleged Proceeding or any other matters existing or occurring at or prior to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, including in connection with (i) the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any D&O Persons, in each casecontain, to the fullest extent that Mountain or any permitted by the MGCL, the provisions with respect to limitation of its Affiliates would have been permitted under Mountain’s Governing Documents as liability and indemnification set forth in the articles of incorporation and bylaws of the date hereof and applicable Law to indemnify such D&O Persons, and TopCo shall also advance expenses to such D&O Persons as incurred to the fullest extent permitted to do so under Mountain’s Governing Documents in effect as of Company on the date of this Agreement and applicable Law. Without limiting the foregoinghereof, TopCo agrees that all rights to exculpationwhich provisions shall not be amended, indemnification and advancement of expenses existing as of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents repealed or any indemnification agreement with Mountain shall survive the Closing and shall continue in full force and effect. For otherwise modified for a period of six years after the Closing Date, TopCo shall cause the Surviving Company to maintain in effect the exculpation, indemnification and advancement of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision Effective Time in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each thereunder of the covenants contained in this Section 6.15. Indemnified Parties (b) Prior to the Merger Effective Time, Mountain shall and, if Mountain is unable to, TopCo shall (or shall cause the Surviving Company to) purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”as defined below) in respect of acts actions or omissions occurring at or prior to the Closing covering each D&O Person on terms with respect Effective Time (including, without limitation, actions or omissions relating to terms, conditions, coverage, deductibles, limits the transactions contemplated hereby); provided that the articles of liability incorporation and amounts that are no less favorable bylaws of the Successor Corporation shall not be required to contain such provisions if Parent otherwise provides the same level of indemnification rights to such person than those individuals as contained in the articles of such policy in incorporation and bylaws of the Successor Corporation without giving effect on to changes permitted by this proviso. (b) From and after the date of this Agreement for the six year period following the Closing. TopCo Effective Time, Parent shall cause the Surviving Successor Corporation to indemnify, defend and hold harmless, to the fullest extent permitted by the MGCL, the present and former officers and directors of the Company or any of its Subsidiaries in their capacities as such (each an "Indemnified Party") against all losses, expenses, claims, damages or liabilities arising out of actions or omissions occurring on or prior to maintain the D&O Tail in full force and effect for its full term in accordance with this Section 6.15(bEffective Time (including, without limitation, actions or omissions relating to the transactions contemplated hereby). (c) The rights of each D&O Person hereunder Parent shall be in addition to, use its reasonable best efforts to cause the persons serving as officers and not in limitation of, any other rights such Person may have under the Governing Documents of Mountain or any other Group Company, any other indemnification agreement or arrangement with any directors of the foregoing Company immediately prior to the Effective Time to be covered for a period of six years from the Effective Time by the directors' and officers' liability insurance policy maintained by the Company (provided that Parent may substitute therefore policies of at least the same coverage and amounts containing terms and conditions which they are a partynot less advantageous than such policy) with respect to acts or omissions occurring prior to the Effective Time (including, applicable Law without limitation, actions or otherwise. The obligations omissions relating to the transactions contemplated hereby) which were committed by such officers and directors in their capacity as such; provided, however, that in no event shall Parent be required to expend more than 200% of the Group Companies current amount expended by the Company (which includes at the "Insurance Amount") to maintain or immediately following procure insurance coverage pursuant hereto; and provided further, that if Parent is unable to maintain or obtain the Merger Effective Timeinsurance called for by this Section 7.7(c), Parent shall use its reasonable best efforts to obtain as much comparable insurance as available for the avoidance of doubt, TopCo and the Surviving Company) under this Section 6.15 shall not be terminated or modified in such a manner as to adversely affect any D&O Person without the consent of such D&O Person. The provisions of this Section 6.15 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15Insurance Amount. (d) If any of In the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) event Parent or any of their respective its successors or assigns (i) consolidates with or merges with or into any other Person and is shall not be the continuing or surviving corporation or entity of such consolidation or merger 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 the applicable Group Company assumes Parent assume the obligations set forth in this Section 6.157.7. (e) The constituent documents or board resolutions of SRH shall contain, to the extent permitted by Luxembourg law, the provisions with respect to limitation of liability and indemnification set forth in such constituent documents or board resolutions on the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of the present and former officers and directors of SRH or any of its Subsidiaries (in their capacities as such) in respect of actions or omissions occurring at or prior to the Effective Time (including, without limitation, actions or omissions relating to the transactions contemplated hereby); provided that such constituent documents or board resolutions shall not be required to contain such provisions if Parent otherwise provides the same level of indemnification rights to such individuals as contained in such constituent documents without giving effect to changes permitted by this proviso. (f) The provisions of this Section 7.7 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives.

Indemnification; Directors’ and Officers’ Insurance. (a) From Each of HiSoft and the Surviving Corporation agrees that, from and after the Merger Effective Time, TopCo shall indemnify, defend it will indemnify and hold harmless each current individual who at the Effective Time is, or former at any time prior to the Effective Time was, a director or officer of Mountain VanceInfo or its Subsidiaries (each, together with such person’s heirs, executors or administrators, a the “D&O PersonsIndemnified Parties”) against any Losses suffered costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any actual such Indemnified Parties’ service as a director or alleged Proceeding officer of VanceInfo or any other matters existing its Subsidiaries or occurring services performed by such persons at the request of VanceInfo or its Subsidiaries at or prior to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, including including, for the avoidance of doubt, in connection with (i) the Transactions, transactions contemplated by this Agreement and (ii) actions to enforce this provision or any other indemnification or advancement right of any D&O Persons, in each case, Indemnified Party; provided that such indemnification shall be subject to the fullest extent that Mountain or any of its Affiliates would have been permitted limitation imposed from time to time under Mountain’s Governing Documents as of the date hereof and applicable Law to indemnify such D&O Persons, and TopCo shall also advance expenses to such D&O Persons as incurred to the fullest extent permitted to do so under Mountain’s Governing Documents in effect as of the date of this Agreement and applicable Law. Without limiting The memorandum of association and articles of association of the foregoing, TopCo agrees that all Surviving Corporation will contain provisions with respect to rights to exculpationindemnification, indemnification and advancement of expenses existing and limitations on, or exculpation from, liabilities, for acts or omissions that are at least as favorable to the directors, officers or employees of VanceInfo as those contained in the memorandum and articles of association of VanceInfo as in effect on the date hereof in favor of each D&O Personhereof, as provided in Mountain’s Governing Documents except to the extent prohibited by the Cayman Companies Law or any indemnification agreement with Mountain shall survive the Closing and shall continue in full force and effect. For other applicable Law, which provisions will not be amended, repealed or otherwise modified for a period of six years after from the Closing Date, TopCo shall cause the Surviving Company to maintain in effect the exculpation, indemnification and advancement of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision Effective Time in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each thereunder of the covenants contained in this Section 6.15Indemnified Parties, unless such modification is required by Law. (b) Prior to For a period of six (6) years after the Merger Effective Time, Mountain shall and, if Mountain is unable to, TopCo shall (or HiSoft shall cause the Surviving Company to) purchase a “tail” or “runoff” Corporation to maintain VanceInfo’s existing policies of directors’ and officers’ liability insurance policy for the benefit of those persons who are covered by such policies at the Effective Time (or HiSoft may substitute therefor policies of at least the “D&O Tail”) in same coverage with respect of acts or omissions to matters occurring at or prior to the Closing covering each D&O Person on terms with respect Effective Time), to termsthe extent that such liability insurance can be maintained at a cost to HiSoft not greater than 250% of the annual premium (such 250% threshold, conditions, coverage, deductibles, limits of liability and amounts that are no less favorable to such person than those of such policy in effect on the date of this Agreement “Maximum Premium”) for the six year period following current directors’ and officers’ liability insurance policies as set forth in Section 6.6 of the Closing. TopCo VanceInfo Disclosure Schedule; provided that, if such insurance cannot be so maintained or obtained at such cost, HiSoft shall cause maintain policies of insurance which in HiSoft’s good faith determination, provide the Surviving Company to maintain maximum coverage reasonably obtainable at an annual premium amount not in excess of the D&O Tail in full force and effect for its full term in accordance with this Section 6.15(b)Maximum Premium. (c) The rights of each D&O Person hereunder shall be in addition to, and not in limitation of, any other rights such Person may have under the Governing Documents of Mountain If HiSoft or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) under this Section 6.15 shall not be terminated or modified in such a manner as to adversely affect any D&O Person without the consent of such D&O Person. The provisions of this Section 6.15 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15. (d) If any of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) Corporation or any of their respective successors or assigns (i) consolidates shall consolidate with or merges with or merge into any other Person corporation or entity and is shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys shall transfer all or substantially all of its properties and assets to any Personindividual, corporation or other entity, then, and in each such case, proper provision provisions shall be made so that the successors and assigns of HiSoft or the applicable Group Company assumes Surviving Corporation shall assume all of the obligations set forth in this Section 6.156.6. (d) The provisions of this Section 6.6 shall survive the consummation of the Merger and are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties and their heirs and legal representatives, each of which shall be a third-party beneficiary of the provisions of this Section 6.6.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective Time, TopCo shall indemnify, defend each of Parent and the Surviving Corporation agrees that it will indemnify and hold harmless harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law, provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), each current or present and former director or and officer of Mountain the Company and its Subsidiaries (eachcollectively, together with such person’s heirs, executors or administrators, a the “D&O PersonsIndemnified Parties”) against any Losses suffered costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any actual such Indemnified Parties’ service as a director or alleged Proceeding officer of the Company or any other matters existing its Subsidiaries or occurring services performed by such persons at the request of the Company or its Subsidiaries at or prior to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, including in connection with (i) the Transactions, and (ii) actions to enforce transactions contemplated by this provision or any other indemnification or advancement right of any D&O Persons, in each case, to the fullest extent that Mountain or any of its Affiliates would have been permitted under Mountain’s Governing Documents as of the date hereof and applicable Law to indemnify such D&O Persons, and TopCo shall also advance expenses to such D&O Persons as incurred to the fullest extent permitted to do so under Mountain’s Governing Documents in effect as of the date of this Agreement and applicable Law. Without limiting the foregoing, TopCo agrees that all rights to exculpation, indemnification and advancement of expenses existing as of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing and shall continue in full force and effect. For a period of six years after the Closing Date, TopCo shall cause the Surviving Company to maintain in effect the exculpation, indemnification and advancement of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15Agreement. (b) Prior to the Merger Effective Time, Mountain the Company shall and, if Mountain the Company is unable to, TopCo shall (or Parent shall cause the Surviving Company Corporation as of the Effective Time to, obtain and fully pay the premium for the extension of (i) purchase the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies, and (ii) the Company’s existing fiduciary liability insurance policies, in each case for a “tail” claims reporting or “runoff” discovery period of six years from and after 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 policy and fiduciary liability insurance (the collectively, “D&O TailInsurance”) with terms, conditions, retentions and limits of liability that are at least as favorable as the Company’s existing policies with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against a director or officer of the Company or any of its Subsidiaries by reason of him or her serving in respect of acts such capacity that existed or omissions occurring occurred at or prior to the Closing covering each Effective Time (including in connection with this Agreement or the transactions or actions contemplated hereby). 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 for a period of at least six years from and after the Effective Time the D&O Person on terms Insurance in place as of the date hereof with respect to terms, conditions, coverage, deductibles, retentions and limits of liability and amounts that are no less at least as favorable to such person than those as provided in the Company’s existing policies as of such policy in effect on the date of this Agreement for hereof, or the six year period following the Closing. TopCo Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, use reasonable best efforts to purchase comparable D&O Insurance for such six-year period with terms, conditions, retentions and limits of liability that are at least as favorable as provided in the Company’s existing policies as of the date hereof; provided, however, that in no event shall Parent or the Surviving Corporation be required to expend for such policies pursuant to this sentence an annual premium amount in excess of 300% of the annual premiums currently paid by the Company to maintain for such insurance; and provided, further, that if the D&O Tail in full force and effect annual premiums of such insurance coverage exceed such amount, the Surviving Corporation shall obtain a policy with the greatest coverage available for its full term in accordance with this Section 6.15(b)a cost not exceeding such amount. (c) The rights of each D&O Person hereunder shall be in addition to, and not in limitation of, any other rights such Person may have under the Governing Documents of Mountain If Parent or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) under this Section 6.15 shall not be terminated or modified in such a manner as to adversely affect any D&O Person without the consent of such D&O Person. The provisions of this Section 6.15 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15. (d) If any of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) Corporation or any of their respective successors or assigns shall (i) consolidates consolidate with or merges with or merge into any other Person corporation or entity and is shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys transfer all or substantially all of its properties and assets to any Personindividual, corporation or other entity, then, and in each such case, proper provision provisions shall be made so that the successors and assigns of Parent or the applicable Group Company assumes Surviving Corporation shall assume all of the obligations set forth in this Section 6.156.11. (d) The provisions of this Section 6.11 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties. (e) The rights of the Indemnified Parties under this Section 6.11 shall be in addition to any rights such Indemnified Parties may have under the certificate of incorporation, certificate of formation or bylaws of the Company or any of its Subsidiaries, or under any applicable Contracts or Laws. All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party as provided in the certificate of incorporation, certificate of formation or bylaws of the Company or of any Subsidiary of the Company or any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, in each case as in effect on the date of this Agreement, shall survive the Merger and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Party.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective Time, TopCo the Surviving Corporation shall indemnify, defend indemnify and hold harmless and shall advance expenses as incurred, in each current case to the extent (subject to applicable law) such persons are indemnified or entitled to such advancement of expenses as of the date of this Agreement by Sterling pursuant to the Sterling Certificate, Sterling Bylaws, the governing or organizational documents of any Subsidiary of Sterling or any indemnification agreements in existence as of the date hereof that have been disclosed to Webster, each present and former director director, officer or officer employee of Mountain Sterling and its Subsidiaries (eachin each case, together with when acting in such person’s heirscapacity) (collectively, executors or administrators, a the “D&O PersonsSterling Indemnified Parties”) against any Losses suffered costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, damages or liabilities incurred in connection withwith any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising before or after the Effective Time, arising out of the fact that such person is or otherwise related to any actual was a director, officer or alleged Proceeding employee of Sterling or any other of its Subsidiaries and pertaining to matters existing or occurring at or prior to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, including the transactions contemplated by this Agreement; provided, that in connection with (i) the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right case of any D&O Persons, in each case, to the fullest extent that Mountain or any of its Affiliates would have been permitted under Mountain’s Governing Documents as of the date hereof and applicable Law to indemnify such D&O Persons, and TopCo shall also advance expenses to such D&O Persons as incurred to the fullest extent permitted to do so under Mountain’s Governing Documents in effect as of the date of this Agreement and applicable Law. Without limiting the foregoing, TopCo agrees that all rights to exculpation, indemnification and advancement of expenses, the Sterling Indemnified Party to whom expenses existing as of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing and shall continue in full force and effect. are advanced provides an undertaking to repay such advances if it is ultimately determined that such Sterling Indemnified Party is not entitled to indemnification. (b) For a period of six (6) years after the Closing DateEffective Time, TopCo the Surviving Corporation shall cause the Surviving Company to maintain be maintained in effect the exculpation, indemnification and advancement current policies of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15. (b) Prior to the Merger Effective Time, Mountain shall and, if Mountain is unable to, TopCo shall (or shall cause the Surviving Company to) purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy maintained by Sterling (provided, that the Surviving Corporation 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 against the present and former officers and directors of Sterling or any of its Subsidiaries arising from facts or events which occurred at or before the Effective Time; provided, that the Surviving Corporation shall not be obligated to expend, on an annual basis, an amount in excess of 300% of the current annual premium paid as of the date hereof by Sterling for such insurance (the “D&O TailPremium Cap”), and if such premiums for such insurance would at any time exceed the Premium Cap, then the Surviving Corporation shall cause to be maintained policies of insurance which, in the Surviving Corporation’s good faith determination, provide the maximum coverage available at an annual premium equal to the Premium Cap. In lieu of the foregoing, Sterling, in consultation with, but only upon the consent of Webster, may (and at the request of Wxxxxxx, Xxxxxxxx shall use its reasonable best efforts to) in respect of acts or omissions occurring obtain at or prior to the Closing covering each D&O Person on terms with respect Effective Time a six (6)-year “tail” policy under Sterling’s existing directors and officers insurance policy providing equivalent coverage to termsthat described in the preceding sentence if and to the extent that the same may be obtained for an amount that, conditionsin the aggregate, coverage, deductibles, limits of liability and amounts that are no less favorable to such person than those of such policy in effect on does not exceed the date of this Agreement for the six year period following the Closing. TopCo shall cause the Surviving Company to maintain the D&O Tail in full force and effect for its full term in accordance with this Section 6.15(b)Premium Cap. (c) The rights of each D&O Person hereunder shall be in addition to, and not in limitation of, any other rights such Person may have under the Governing Documents of Mountain or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) under this Section 6.15 shall not be terminated or modified in such a manner as to adversely affect any D&O Person without the consent of such D&O Person. The provisions of this Section 6.15 6.7 shall survive the Closing Effective Time and expressly are intended to benefitbe for the benefit of, and are shall be enforceable by, each of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15. (d) Sterling Indemnified Party and his or her heirs and representatives. If any of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) Corporation or any of their respective its successors or assigns (i) consolidates with or merges with or into any other Person person and is not the continuing or surviving entity person of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties and assets or deposits to any Personother person or engages in any similar transaction, then, then in each such case, case the Surviving Corporation will cause proper provision shall to be made so that the successors and assigns of the applicable Group Company assumes Surviving Corporation will expressly assume the obligations set forth in this Section 6.156.7.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective Time, TopCo each of Parent and the Surviving Corporation shall indemnify, defend indemnify and hold harmless each current or present and former director or and officer of Mountain the Company and its Subsidiaries (eachin each case, together with when acting in such person’s heirscapacity) (collectively, executors or administrators, a the “D&O PersonsIndemnified Parties”) against any Losses suffered costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any actual or alleged Proceeding or any other matters existing or occurring at or prior to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, including in connection with (i) the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any D&O Persons, in each case, to the fullest extent that Mountain or any of its Affiliates would have been permitted under Mountain’s Governing Documents as of the date hereof and applicable Law to indemnify such D&O Persons, and TopCo shall also advance expenses to such D&O Persons as incurred to the fullest extent permitted to do so under Mountain’s Governing Documents in effect as of the date of this Agreement and applicable Law. Without limiting the foregoing, TopCo agrees that all rights to exculpation, indemnification and advancement of expenses existing as of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing and shall continue in full force and effect. For a period of six years after the Closing Date, TopCo shall cause the Surviving Company to maintain in effect the exculpation, indemnification and advancement of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15. (b) Prior to the Merger Effective Time, Mountain shall and, if Mountain is unable to, TopCo shall (or shall cause the Surviving Company to) purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring at or prior to the Closing covering each Effective Time, including the transactions contemplated by this Agreement, to the extent they are indemnified on the date hereof, to the fullest extent permitted under applicable Law; and Parent and the Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable Law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Indemnified Party is not entitled to indemnification. (b) Subject to the following sentence, for a period of six (6) years following the Effective Time, the Surviving Corporation will provide director’s and officer’s liability insurance (“D&O Person on terms Insurance”) that serves to reimburse the present and former officers and directors of the Company or any of its Subsidiaries (determined as of the Effective Time) (providing only for the Side A coverage for Indemnified Parties where the existing policies also include Side B coverage for the Company) with respect to termsclaims against such directors and officers arising from facts or events occurring before the Effective Time (including the transactions contemplated by this Agreement), conditionswhich insurance will contain at least the same coverage and amounts, coverage, deductibles, limits of liability and amounts that are contain terms and conditions no less favorable advantageous to the Indemnified Party as that coverage currently provided by the Company; provided, however, that in no event shall the Surviving Corporation be required to expend in the aggregate for such person than those six (6)-year period, an amount in excess of 150% of the aggregate annual premiums paid as of the date hereof by the Company for any such insurance; provided, further, that if the Surviving Corporation is unable to maintain or obtain the D&O Insurance called for by this Section 6.7, the Surviving Corporation shall obtain as much comparable insurance as is available at a cost in the aggregate for such six (6)-year period up to 150% of the current annual premium; provided, further, that officers and directors of the Company 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 D&O Insurance. Prior to the Effective Time and in lieu of the foregoing, the Company will use reasonable best efforts to purchase a six (6)-year prepaid “tail” policy for directors’ and officers’ liability insurance on the terms described in the prior sentence and fully pay for such policy in effect on prior to the date Effective Time, at an aggregate cost up to, but not exceeding 150% of this Agreement the current annual premium for the six year period following the Closing. TopCo shall cause the Surviving Company to maintain the D&O Tail in full force and effect for its full term in accordance with this Section 6.15(b)such insurance. (c) The rights Any Indemnified Party wishing to claim indemnification under Section 6.7(a), upon learning of each D&O Person hereunder shall be in addition toany claim, and action, suit, proceeding or investigation described above, will promptly notify Parent or the Surviving Corporation thereof; provided that failure to so notify will not in limitation of, any other rights such Person may have under affect the Governing Documents of Mountain or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of the Group Companies (which includes at Parent or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving CompanyCorporation under Section 6.7(a) under this Section 6.15 shall not be terminated unless and to the extent that Parent or modified in such a manner as to adversely affect any D&O Person without the consent of such D&O Person. The provisions of this Section 6.15 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15. (d) If any of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) or any of their respective successors or assigns (i) consolidates with or merges with or into any other Person Corporation is actually and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, proper provision shall be made so that the successors and assigns of the applicable Group Company assumes the obligations set forth in this Section 6.15materially prejudiced as a consequence.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective Time, TopCo shall indemnify, defend each of Parent and the Surviving Corporation agrees that it will indemnify and hold harmless harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law, provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), each current or present and former director or and officer of Mountain the Company and its Subsidiaries (eachcollectively, together with such person’s heirs, executors or administrators, a the “D&O PersonsIndemnified Parties”) against any Losses suffered costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any actual such Indemnified Parties’ service as a director or alleged Proceeding officer of the Company or any other matters existing its Subsidiaries or occurring services performed by such persons at the request of the Company or its Subsidiaries at or prior to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, including in connection with (i) the Transactions, and (ii) actions to enforce transactions contemplated by this provision or any other indemnification or advancement right of any D&O Persons, in each case, to the fullest extent that Mountain or any of its Affiliates would have been permitted under Mountain’s Governing Documents as of the date hereof and applicable Law to indemnify such D&O Persons, and TopCo shall also advance expenses to such D&O Persons as incurred to the fullest extent permitted to do so under Mountain’s Governing Documents in effect as of the date of this Agreement and applicable Law. Without limiting the foregoing, TopCo agrees that all rights to exculpation, indemnification and advancement of expenses existing as of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing and shall continue in full force and effect. For a period of six years after the Closing Date, TopCo shall cause the Surviving Company to maintain in effect the exculpation, indemnification and advancement of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15Agreement. (b) Prior to the Merger Effective Time, Mountain the Company shall and, if Mountain the Company is unable to, TopCo shall (or Parent shall cause the Surviving Company Corporation as of the Effective Time to, obtain and fully pay the premium for the extension of (i) purchase the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies, and (ii) the Company’s existing fiduciary liability insurance policies, in each case for a “tail” claims reporting or “runoff” discovery period of six years from and after the Effective Time from an insurance carrier with the same or better credit rating as the Company’s insurance carrier as of the date hereof with respect to directors’ and officers’ liability insurance policy and fiduciary liability insurance (the collectively, “D&O TailInsurance”) with terms, conditions, retentions and limits of liability that are at least as favorable as the Company’s existing policies with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against a director or officer of the Company or any of its Subsidiaries by reason of him or her serving in respect of acts such capacity that existed or omissions occurring occurred at or prior to the Closing covering each Effective Time (including in connection with this Agreement or the transactions or actions contemplated hereby). 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 for a period of at least six years from and after the Effective Time the D&O Person on terms Insurance in place as of the date hereof with respect to terms, conditions, coverage, deductibles, retentions and limits of liability and amounts that are no less at least as favorable to such person than those as provided in the Company’s existing policies as of such policy in effect on the date of this Agreement for hereof, or the six year period following the Closing. TopCo Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, use reasonable best efforts to purchase comparable D&O Insurance for such six-year period with terms, conditions, retentions and limits of liability that are at least as favorable as provided in the Company’s existing policies as of the date hereof; provided, however, that in no event shall Parent or the Surviving Corporation be required to expend for such policies pursuant to this sentence an annual premium amount in excess of 300% of the annual premiums paid as of the date hereof by the Company to maintain for such insurance; and provided, further, that if the D&O Tail in full force and effect annual premiums of such insurance coverage exceed such amount, the Surviving Corporation shall obtain a policy with the greatest coverage available for its full term in accordance with this Section 6.15(b)a cost not exceeding such amount. (c) The rights of each D&O Person hereunder shall be in addition to, and not in limitation of, any other rights such Person may have under the Governing Documents of Mountain If Parent or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) under this Section 6.15 shall not be terminated or modified in such a manner as to adversely affect any D&O Person without the consent of such D&O Person. The provisions of this Section 6.15 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15. (d) If any of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) Corporation or any of their respective successors or assigns shall (i) consolidates consolidate with or merges with or merge into any other Person corporation or entity and is shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys transfer all or substantially all of its properties and assets to any Personindividual, corporation or other entity, then, and in each such case, proper provision provisions shall be made so that the successors and assigns of Parent or the applicable Group Company assumes Surviving Corporation shall assume all of the obligations set forth in this Section 6.156.11. (d) The provisions of this Section 6.11 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties. (e) The rights of the Indemnified Parties under this Section 6.11 shall be in addition to any rights such Indemnified Parties may have under the certificate of incorporation, certificate of formation or bylaws of the Company or any of its Subsidiaries, or under any applicable Contracts or Laws. All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party as provided in the certificate of incorporation, certificate of formation or bylaws of the Company or of any Subsidiary of the Company or any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, in each case as in effect on the date of this Agreement, shall survive the Merger and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Party.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective Time, TopCo shall indemnify, defend the Surviving Corporation agrees that it will indemnify and hold harmless harmless, to the fullest extent permitted under applicable Law (and advance costs and expenses (including attorneys’ fees) as incurred to the fullest extent permitted under applicable Law to), each current or present and former director or and officer of Mountain the Company (eachcollectively, together with such person’s heirs, executors or administrators, a the “D&O PersonsIndemnified Parties”) against any Losses suffered costs or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any actual such Indemnified Parties’ service as a director or alleged Proceeding officer of the Company or any other matters existing of its Subsidiaries or occurring services performed by such persons at the request of the Company or any of its Subsidiaries at or prior to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, including including, for the avoidance of doubt, in connection with (i) the Transactions, transactions contemplated by this Agreement and (ii) actions to enforce this provision or any other indemnification or advancement right of any D&O Persons, in each case, to the fullest extent that Mountain or any of its Affiliates would have been permitted under Mountain’s Governing Documents as of the date hereof and applicable Law to indemnify such D&O Persons, and TopCo shall also advance expenses to such D&O Persons as incurred to the fullest extent permitted to do so under Mountain’s Governing Documents in effect as of the date of this Agreement and applicable Law. Without limiting the foregoing, TopCo agrees that all rights to exculpation, indemnification and advancement of expenses existing as of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing and shall continue in full force and effect. For a period of six years after the Closing Date, TopCo shall cause the Surviving Company to maintain in effect the exculpation, indemnification and advancement of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15Indemnified Party. (b) Prior to the Merger Effective Time, Mountain the Company shall and, if Mountain the Company is unable to, TopCo shall (or Parent shall cause the Surviving Company toCorporation as of the Effective Time, to obtain and fully pay the premium for the extension of (i) purchase the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies, and (ii) the Company’s existing fiduciary liability insurance policies, in each case for a “tail” claims reporting or “runoff” discovery period of no less than six years from and after 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 policy and fiduciary liability insurance (the collectively, “D&O TailInsurance”) with terms, conditions, retentions and limits of liability that are at least as favorable as those provided under the Company’s existing policies in effect on the date hereof with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of acts duty or omissions occurring any matter claimed against a director or officer of the Company or any of its Subsidiaries by reason of him or her serving in such capacity that existed or occurred at or prior to the Closing covering each Effective Time (including in connection with this Agreement or the transactions or actions contemplated hereby). 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 for a period of at least six years from and after the Effective Time the D&O Person on terms Insurance in place as of the date hereof with respect to terms, conditions, coverage, deductibles, retentions and limits of liability and amounts that are no less at least as favorable to such person than those as provided in the Company’s existing policies as of such policy in effect on the date of this Agreement for hereof, or the six year period following the Closing. TopCo Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, use reasonable best efforts to purchase comparable D&O Insurance for such six-year period with terms, conditions, retentions and limits of liability that are at least as favorable as provided in the Company’s existing policies as of the date hereof. Notwithstanding the foregoing, (x) in no event shall the Company or the Surviving Corporation be required to maintain the D&O Tail in full force and effect expend for its full term in accordance with any such policies pursuant to this Section 6.15(b)5.10(b) an annual premium amount in excess of 300% of the annual premiums currently paid by the Company for such insurance, and (y) if the annual premiums of such insurance coverage exceed such amount, the Company or the Surviving Corporation shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (c) The rights If the Surviving Corporation or any of each D&O Person hereunder its successors or assigns shall be in addition to, and not in limitation of, (i) consolidate with or merge into any other rights such Person may have under the Governing Documents of Mountain corporation or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo entity and the Surviving Company) under this Section 6.15 shall not be terminated or modified in such a manner as to adversely affect any D&O Person without the consent of such D&O Person. The provisions of this Section 6.15 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15. (d) If any of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) or any of their respective successors or assigns (i) consolidates with or merges with or into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys transfer all or substantially all of its properties and assets to any Personindividual, corporation or other entity, then, and in each such case, proper provision provisions shall be made so that the successors and assigns of the applicable Group Company assumes Surviving Corporation shall assume all of the obligations set forth in this Section 6.155.10. (d) The provisions of this Section 5.10 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties. (e) The rights of the Indemnified Parties under this Section 5.10 shall be in addition to any rights such Indemnified Parties may have under the certificate of incorporation or by-laws or comparable governing documents of the Company or any of its Subsidiaries, or under any applicable Contracts or Laws. All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party as provided in the certificate of incorporation or by-laws of the Company or any of its Subsidiaries or any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries shall survive the Merger and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Party.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective Time, TopCo the Surviving Entity shall indemnify, defend indemnify and hold harmless and shall advance expenses as incurred, in each current case to the extent (subject to applicable law) such persons are indemnified as of the date of this Agreement by Allegiance pursuant to the Allegiance Certificate of Formation, the Allegiance Bylaws, the governing or organizational documents of any Allegiance Subsidiary and any indemnification agreements in existence as of the date hereof and disclosed in Section 6.7(a) of the Allegiance Disclosure Schedule, each present and former director director, officer or officer employee of Mountain Allegiance and its Subsidiaries (eachcollectively, together with such person’s heirs, executors or administrators, a the “D&O PersonsAllegiance Indemnified Parties”) against any Losses suffered costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, damages or liabilities incurred in connection withwith any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising before or after the Effective Time, arising out of the fact that such person is or otherwise related to any actual was a director, officer or alleged Proceeding employee of Allegiance or any other of its Subsidiaries and pertaining to matters existing or occurring at or prior to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, including in connection with (i) the Transactions, and (ii) actions to enforce transactions contemplated by this provision or any other indemnification or advancement right of any D&O Persons, in each case, to the fullest extent that Mountain or any of its Affiliates would have been permitted under Mountain’s Governing Documents as of the date hereof and applicable Law to indemnify such D&O Persons, and TopCo shall also advance expenses to such D&O Persons as incurred to the fullest extent permitted to do so under Mountain’s Governing Documents in effect as of the date of this Agreement and applicable Law. Without limiting the foregoing, TopCo agrees that all rights to exculpation, indemnification and advancement of expenses existing as of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing and shall continue in full force and effect. For a period of six years after the Closing Date, TopCo shall cause the Surviving Company to maintain in effect the exculpation, indemnification and advancement of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15Agreement. (b) Prior CBTX and Allegiance shall cooperate to obtain at or prior to the Merger Effective Time, Mountain shall and, if Mountain is unable to, TopCo shall Time a six (or shall cause the Surviving Company to) purchase a 6)-year “tail” or “runoff” policy under Allegiance’s existing directors’ and officers’ insurance policy with a substantially comparable insurer providing equivalent coverage and amounts containing terms and conditions that are no less advantageous to the insured as the current policies of directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring at or prior to the Closing covering each D&O Person on terms with respect to terms, conditions, coverage, deductibles, limits of liability and amounts that are no less favorable to such person than those of such policy in effect on the date of this Agreement for the six year period following the Closing. TopCo shall cause the Surviving Company to maintain the D&O Tail in full force and effect for its full term in accordance with this Section 6.15(b)maintained by Allegiance. (c) The rights of each D&O Person hereunder shall be in addition to, and not in limitation of, any other rights such Person may have under the Governing Documents of Mountain or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of the Group Companies (which includes at Surviving Entity, Allegiance or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) CBTX under this Section 6.15 6.7 shall not be terminated or modified after the Effective Time in such a manner so as to adversely affect any D&O Person Allegiance Indemnified Party without the prior written consent of such D&O Person. the affected Allegiance Indemnified Party. (d) The provisions of this Section 6.15 6.7 shall survive the Closing Effective Time and expressly are intended to benefitbe for the benefit of, and are shall be enforceable by, each of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15. (d) Allegiance Indemnified Party and his or her heirs and representatives. If any of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) Entity or any of their respective its successors or assigns (i) consolidates with or merges with or into any other Person person and is not the continuing or surviving entity of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties and assets or deposits to any Personother person or engages in any similar transaction, then, then in each such case, the Surviving Entity will cause proper provision shall to be made so that the successors and assigns of the applicable Group Company assumes Surviving Entity will expressly assume the obligations set forth in this Section 6.156.7.

Indemnification; Directors’ and Officers’ Insurance. (a) From Columbia agrees that all rights of the present and after former directors and officers of any of the Stewardship Entities to indemnification provided for in the Charter or Bylaws or other governing documents of such Stewardship Entity, as applicable, as in effect on the date hereof, or required under any applicable Law (including rights to advancement of expenses and exculpation), will survive the Merger and continue in full force and effect for a period of six (6) years from the Effective Time (each such director and officer being sometimes hereinafter be referred to as an “Indemnified Party”). Without limiting the generality of the foregoing, Columbia agrees that, following the Effective Time, TopCo shall the Surviving Corporation will indemnify any person made a party to any proceeding by reason of the fact that such person was a director, officer, member or employee of any of the Stewardship Entities at or prior to the Effective Time to the fullest extent provided in, and will advance expenses in accordance with, the Charter, Bylaws and other governing documents of the Stewardship Entities, as applicable, in the form previously provided to Columbia and effective as of the date of this Agreement, in each case subject to all the limitations set forth in such Charter, Bylaws or other governing documents and applicable Law. Notwithstanding anything to the contrary contained in this Section 6.6, nothing contained in this Agreement will require Columbia to indemnify, defend or hold harmless any Indemnified Party to a greater extent than any Stewardship Entity may, as of the date of this Agreement, indemnify, defend and hold harmless each current such Indemnified Party, and any such indemnification provided pursuant to this Section 6.6 will be provided only to the extent that such indemnification is permitted by any applicable federal or former director or officer state Laws. (b) Prior to the Effective Time, Stewardship will or, if Stewardship is unable to, Columbia as of Mountain (eachthe Effective Time will, together with such person’s heirs, executors or administrators, obtain a “tail” insurance policy with a claims period of at least six (6) years from and after the Effective Time with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O PersonsInsurance”) against any Losses suffered or incurred in connection with, arising out with benefits and levels of or otherwise related coverage and deductibles at least as favorable to any actual or alleged Proceeding or any other the Indemnified Parties as the existing policies of the Stewardship Entities with respect to matters existing or occurring at or prior to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, Time (including in connection with (i) this Agreement or the Transactions, and (ii) transactions or actions to enforce this provision or any other indemnification or advancement right of any D&O Persons, in each case, to contemplated hereby). Columbia will pay the fullest extent that Mountain or any of its Affiliates would have been permitted under Mountain’s Governing Documents as of the date hereof and applicable Law to indemnify premium for such D&O Persons, and TopCo shall also advance expenses to such D&O Persons as incurred to the fullest extent permitted to do so under Mountain’s Governing Documents in effect as of the date of this Agreement and applicable Law. Without limiting the foregoing, TopCo agrees that all rights to exculpation, indemnification and advancement of expenses existing as of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing and shall continue in full force and effect. For a period of six years after the Closing Date, TopCo shall cause the Surviving Company to maintain in effect the exculpation, indemnification and advancement of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunderInsurance tail policy; provided, however, that all rights in no event will Columbia be required to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each expend more than 250% of the covenants contained in this Section 6.15. (b) Prior current amount expended on an annual basis by the Stewardship Entities to the Merger Effective Time, Mountain shall and, if Mountain procure their existing D&O Insurance policies. If Stewardship or Columbia for any reason is unable to, TopCo shall (or shall cause the Surviving Company to) purchase a “tail” or “runoff” directors’ and officers’ liability insurance to obtain such tail D&O Insurance policy (the “D&O Tail”) in respect of acts or omissions occurring at on or prior to the Closing covering each Effective Time, Columbia will obtain as much as comparable D&O Person on terms with respect to terms, conditions, coverage, deductibles, limits of liability and amounts that are no less favorable to Insurance as is available at a cost in the aggregate for such person than those of such policy in effect on the date of this Agreement for the six (6) year period following up to 250% of the Closing. TopCo shall cause current annual premiums expended by the Surviving Company to maintain the Stewardship Entities for their existing D&O Tail in full force and effect for its full term in accordance with this Section 6.15(b)Insurance policies. (c) The rights of each D&O Person hereunder shall be in addition to, and not in limitation of, any other rights such Person may have under the Governing Documents of Mountain or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) under this Section 6.15 shall not be terminated or modified in such a manner as to adversely affect any D&O Person without the consent of such D&O Person. The provisions of this Section 6.15 shall survive the Closing and expressly 6.6 are intended to benefitbe for the benefit of, and are will be enforceable by, each of the D&O Persons, Indemnified Party as if he or she were a party to this Agreement. The indemnification rights provided to each of whom is an intended third party beneficiary of this Section 6.15. (d) If Indemnified Party pursuant hereto will be in addition to all other indemnification rights provided to such Indemnified Party under any Contract between any of the Group Companies (which includes at Stewardship Entities and such Indemnified Party. If any Indemnified Party makes any claim for indemnification or immediately following advancement of expenses under this Section 6.6 that is denied by Columbia, and a court of competent jurisdiction determines that the Merger Effective Time, for the avoidance Indemnified Party is entitled to such indemnification or advancement of doubt, TopCo and the Surviving Company) or any of their respective successors or assigns (i) consolidates with or merges with or into any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, thenexpenses, in each whole or in part, then Columbia shall pay such caseIndemnified Party’s costs and expenses, proper provision shall be made so that the successors including legal fees and assigns of the applicable Group Company assumes the obligations set forth expenses incurred in this Section 6.15connection with enforcing such claim against Columbia.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the earliest date on which Merger Effective TimeSub owns at least a majority of the outstanding Shares on a fully diluted basis, TopCo shall Parent agrees that it will indemnify, defend and hold harmless each current individual and every person who is or former was a director or officer of Mountain the Company or any of its Subsidiaries prior to the Effective Time (eachthe "Indemnified Parties"), together with such person’s heirs, executors or administrators, a “D&O Persons”) against any Losses suffered costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement (collectively, "Costs") incurred in connection withwith any claim, action, suit, proceeding, inquiry or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any actual or alleged Proceeding or any other matters existing or occurring at or prior to the Merger Effective TimeTime (including transactions contemplated by this Agreement), whether asserted or claimed prior to, at or after the Merger Effective Time, including in connection with Time (i) the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any D&O Persons, in each case, to the fullest extent that Mountain or any of its Affiliates would have been permitted under Mountain’s Governing Documents as of the date hereof and applicable Law to indemnify such D&O Persons, and TopCo Parent shall also advance expenses to such D&O Persons as incurred to the fullest extent permitted under applicable law, provided the Person to do so under Mountain’s Governing Documents whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification). (b) From and after the earliest date on which Merger Sub owns at least a majority of the outstanding Shares on a fully diluted basis, Parent will cause the Surviving Corporation to fulfill and honor in all respects the obligations of the Company pursuant to each indemnification agreement listed in Schedule 7.11(b) and any indemnification provision or any exculpation provision set forth in the Company's certificate of incorporation or bylaws in effect as on the date hereof. The certificate of incorporation and bylaws of the Surviving Corporation shall contain the provisions with respect to indemnification and exculpation from liability set forth in the Company's certificate of incorporation and bylaws on the date of this Agreement Agreement, and applicable Law. Without limiting during the foregoing, TopCo agrees that all rights period commencing on the earliest date in which Merger Sub purchases Shares pursuant to exculpation, indemnification the Offer and advancement of expenses existing as ending on the sixth anniversary of the date hereof in favor of each D&O PersonEffective Time, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain such provisions shall survive the Closing and shall continue in full force and effect. For a period of six years after the Closing Datenot be amended, TopCo shall cause the Surviving Company to maintain in effect the exculpation, indemnification and advancement of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, repealed or otherwise modify any such provision modified in any manner that would adversely affect the rights thereunder of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15. (b) Prior to the Merger Effective Time, Mountain shall and, if Mountain is unable to, TopCo shall (or shall cause the Surviving Company to) purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring at or prior to the Closing covering each D&O Person on terms with respect to terms, conditions, coverage, deductibles, limits of liability and amounts that are no less favorable to such person than those of such policy in effect on the date of this Agreement for the six year period following the Closing. TopCo shall cause the Surviving Company to maintain the D&O Tail in full force and effect for its full term in accordance with this Section 6.15(b)Indemnified Parties. (c) The rights Any Indemnified Party wishing to claim indemnification under paragraph (a) of each D&O Person hereunder this Section 7.11, upon learning of any such claim, action, suit, proceeding, inquiry or investigation, shall promptly notify Parent thereof. In the event of any such claim, action, suit, proceeding, inquiry or investigation (whether arising before or after the Effective Time), (i) Parent or the Surviving Corporation shall have the right to assume the defense thereof and Parent shall be in addition to, and not in limitation of, any other rights liable to such Person may have under Indemnified Parties for the Governing Documents legal expenses of Mountain one counsel or any other Group Companyexpenses subsequently incurred by such Indemnified Parties in connection with the defense thereof unless there is a conflict of interest between the Indemnified Parties and Parent, any other indemnification agreement or arrangement with any of in which event Parent shall be liable to the foregoing to which they are a party, applicable Law or otherwise. The obligations of the Group Companies (which includes at or immediately following the Merger Effective Time, Indemnified Parties for the avoidance fees and expenses of doubt, TopCo and the Surviving Company) under this Section 6.15 shall not be terminated or modified in such a manner as to adversely affect any D&O Person without the consent of such D&O Person. The provisions of this Section 6.15 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15.Indemnified Parties' counsel, (d) If Notwithstanding any contrary provision of this Agreement, prior to the Group Companies (which includes at or immediately following the Merger Effective Time, the Company may purchase insurance coverage extending for a period of six years after the Effective Time the level and scope of the Company's directors' and officers' liability insurance coverage in effect as of the date hereof; provided that the aggregate annual premium payable for such insurance shall not exceed 175% of the last annual premium paid for such coverage prior to the date hereof. Through the sixth anniversary of the Effective Time, Parent shall maintain in effect, for the avoidance benefit of doubtthe Indemnified Parties, TopCo such insurance coverage, and subject to the limitations in the preceding sentence, shall pay the annual premium for such insurance coverage. In the event the annual premium payable for such insurance coverage exceeds 175% of the last annual premium paid by the Company for such coverage, Parent shall be obligated to obtain and maintain in effect a policy with the greatest amount of coverage available for a cost not exceeding 175% of such amount. (e) If the Surviving Company) Corporation or any of their respective its successors or assigns (i) consolidates shall consolidate with or merges with or merge into any other Person corporation or entity and is shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys shall transfer all or substantially all of its properties and assets to any Personindividual, thencorporation or other entity, then and in each such case, proper provision provisions shall be made so that the successors and assigns of the applicable Group Company assumes Surviving Corporation shall assume all of the obligations set forth in this Section. (f) The provisions of this Section 6.15shall survive the earliest date on which Merger Sub owns at least a majority of the outstanding Shares on a fully diluted basis and the consummation of the Merger and the Effective Time, are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties as intended third party beneficiaries and their heirs and estates and shall be binding on all successors and assigns of Parent and the Surviving Corporation.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective Time, TopCo the Surviving Bank or BancShares shall indemnify, defend indemnify and hold harmless and shall advance expenses as incurred, in each current case to the extent (subject to applicable law) such persons are indemnified as of the date of this Agreement by CIT pursuant to the CIT Certificate of Incorporation, the CIT Bylaws, the governing or organizational documents of any Subsidiary of CIT and any indemnification agreements in existence as of the date hereof and disclosed in Section 6.7(a) of the CIT Disclosure Schedule, each present and former director director, officer or officer employee of Mountain CIT and its Subsidiaries (eachcollectively, together with such person’s heirs, executors or administrators, a the “D&O PersonsCIT Indemnified Parties”) against any Losses suffered costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, damages or liabilities incurred in connection withwith any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising before or after the Effective Time, arising out of the fact that such person is or otherwise related to any actual was a director, officer or alleged Proceeding employee of CIT or any other of its Subsidiaries and pertaining to matters existing or occurring at or prior to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, including the transactions contemplated by this Agreement; provided, that in connection with (i) the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right case of any D&O Persons, in each case, to the fullest extent that Mountain or any of its Affiliates would have been permitted under Mountain’s Governing Documents as of the date hereof and applicable Law to indemnify such D&O Persons, and TopCo shall also advance expenses to such D&O Persons as incurred to the fullest extent permitted to do so under Mountain’s Governing Documents in effect as of the date of this Agreement and applicable Law. Without limiting the foregoing, TopCo agrees that all rights to exculpation, indemnification and advancement of expenses, any CIT Indemnified Party to whom expenses existing as of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing and shall continue in full force and effect. are advanced provides an undertaking to repay such advances if it is ultimately determined that such CIT Indemnified Party is not entitled to indemnification. (b) For a period of six (6) years after the Closing DateEffective Time, TopCo the Surviving Bank or BancShares shall cause the Surviving Company to maintain be maintained in effect the exculpation, indemnification and advancement current policies of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15. (b) Prior to the Merger Effective Time, Mountain shall and, if Mountain is unable to, TopCo shall (or shall cause the Surviving Company to) purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy maintained by CIT (provided, that the Surviving Bank or BancShares 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 which occurred at or before the Effective Time; provided, however, that neither the Surviving Bank nor BancShares shall be obligated to expend, on an annual basis, an amount in excess of 300% of the current annual premium paid as of the date hereof by CIT for such insurance (the “D&O TailPremium Cap”), and if such premiums for such insurance would at any time exceed the Premium Cap, then the Surviving Bank or BancShares shall cause to be maintained policies of insurance which, in such entity’s good faith determination, provide the maximum coverage available at an annual premium equal to the Premium Cap. In lieu of the foregoing, BancShares or CIT, in consultation with, but only upon the consent of BancShares, may (and at the request of BancShares, CIT shall use its reasonable best efforts to) in respect of acts or omissions occurring obtain at or prior to the Closing covering each D&O Person on terms with respect Effective Time a six (6)-year “tail” policy under CIT’s existing directors’ and officers’ insurance policy providing equivalent coverage to termsthat described in the preceding sentence if and to the extent that the same may be obtained for an amount that, conditionsin the aggregate, coverage, deductibles, limits of liability and amounts that are no less favorable to such person than those of such policy in effect on does not exceed the date of this Agreement for the six year period following the Closing. TopCo shall cause the Surviving Company to maintain the D&O Tail in full force and effect for its full term in accordance with this Section 6.15(b)Premium Cap. (c) The rights of each D&O Person hereunder shall be in addition to, and not in limitation of, any other rights such Person may have under the Governing Documents of Mountain or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of the Group Companies (which includes at Surviving Bank, CIT or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) BancShares under this Section 6.15 6.7 shall not be terminated or modified after the Effective Time in such a manner so as to adversely affect any D&O Person CIT Indemnified Party without the prior written consent of such D&O Person. the affected CIT Indemnified Party. (d) The provisions of this Section 6.15 6.7 shall survive the Closing Effective Time and expressly are intended to benefitbe for the benefit of, and are shall be enforceable by, each of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15. (d) CIT Indemnified Party and his or her heirs and representatives. If any of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) Bank or any of their respective its successors or assigns (i) consolidates with or merges with or into any other Person person and is not the continuing or surviving entity of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties and assets or deposits to any Personother person or engages in any similar transaction, then, then in each such case, the Surviving Bank will cause proper provision shall to be made so that the successors and assigns of the applicable Group Company assumes Surviving Bank will expressly assume the obligations set forth in this Section 6.156.7.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective Time, TopCo each of Parent and the Surviving Company shall indemnify, defend indemnify and hold harmless harmless, to the fullest extent permitted by applicable law, each current present and former director, officer or former director employee of Company and its Subsidiaries or officer fiduciaries of Mountain Company or any of its Subsidiaries under Company Benefit Plans (eachin each case, together with when acting in such person’s heirscapacity) (collectively, executors or administrators, a the “D&O PersonsCompany Indemnified Parties”) against any Losses suffered costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, damages or liabilities incurred in connection withwith any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising before or after the Effective Time, arising in whole or in part out of, or pertaining to, (i) the fact that such person is or was a director, officer, employee or fiduciary of or otherwise related to any actual or alleged Proceeding Company or any other matters of its Subsidiaries or under any Company Benefit Plans or (ii) matters, acts or omissions existing or occurring at or prior to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, including matters, acts or omissions occurring in connection with (i) the Transactions, consideration and (ii) actions to enforce approval of this provision or any other indemnification or advancement right of any D&O Persons, in each case, to Agreement and the fullest extent that Mountain or any of its Affiliates would have been permitted under Mountain’s Governing Documents as consummation of the date hereof transactions contemplated by this Agreement; and applicable Law to indemnify such D&O Persons, Parent and TopCo the Surviving Company shall also advance expenses to such D&O Persons as incurred by such Company Indemnified Party to the fullest extent permitted by applicable law; provided, that the Company Indemnified Party to do so under Mountain’s Governing Documents whom expenses are advanced provides an undertaking (in effect as of the date of this Agreement a reasonable and applicable Law. Without limiting the foregoing, TopCo agrees customary form) to repay such advances if it is ultimately determined that all rights such Company Indemnified Party is not entitled to exculpation, indemnification and advancement of expenses existing as of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing and shall continue in full force and effect. indemnification. (b) For a period of six (6) years after the Closing DateEffective Time, TopCo Parent shall cause the Surviving Company to maintain in effect the exculpation, indemnification and advancement current policies of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15. (b) Prior to the Merger Effective Time, Mountain shall and, if Mountain is unable to, TopCo shall (or shall cause the Surviving Company to) purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy maintained by Company or its Subsidiaries and any similar policies covering fiduciaries under the Company Benefit Plans (provided, that 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 advantageous to the insured) with respect to claims against the present and former officers and directors of Company or any of its Subsidiaries arising from facts or events which occurred at or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that Parent shall not be obligated to expend, on an annual basis, an amount in excess of 300% of the current annual premium paid as of the date hereof by Company for such insurance (the “D&O TailPremium 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 that, in Parent’s good faith determination, provide the maximum coverage available at an annual premium equal to the Premium Cap. In lieu of the foregoing, Company, in consultation with, but only upon the consent of Parent, may (and at the request of Parent, Company shall use its reasonable best efforts to) in respect of acts or omissions occurring obtain at or prior to the Closing Effective Time a six-year “tail” policy under Company’s existing directors’ and officers’ insurance policy and similar policy covering each D&O Person fiduciaries under the Company Benefit Plans providing equivalent coverage to that described in the preceding sentence if and to the extent that the same may be obtained for an amount that, in the aggregate, does not exceed, on terms with respect to termsan annual basis, conditionsthe Premium Cap. If a “tail policy” is purchased as provided above, coverage, deductibles, limits of liability and amounts that are no less favorable to such person than those of such policy in effect on the date of this Agreement for the six year period following the Closing. TopCo Parent shall cause the Surviving Company to maintain the D&O Tail in full force and effect for its full term in accordance with this Section 6.15(b)and not cancel such “tail policy”. (c) The rights of each D&O Person hereunder shall be in addition to, and not in limitation of, any other rights such Person may have under the Governing Documents of Mountain or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) under this Section 6.15 shall not be terminated or modified in such a manner as to adversely affect any D&O Person without the consent of such D&O Person. The provisions of this Section 6.15 6.8 shall survive the Closing Effective Time and expressly are intended to benefitbe for the benefit of, and are shall be enforceable by, each of the D&O PersonsCompany Indemnified Party and his or her heirs and representatives. If Parent, each of whom is an intended third party beneficiary of this Section 6.15. (d) If any of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) Company or any of their respective successors or assigns (i) consolidates with or merges with or into any other Person entity and is not the continuing or surviving entity of such consolidation or merger or (ii) merger, transfers or conveys all or substantially all of its properties and assets or deposits to any Personother entity or engages in any similar transaction, then, then in each such case, Parent or the Surviving Company, as applicable, will cause proper provision shall to be made so that the successors and assigns of Parent or the applicable Group Surviving Company assumes will expressly assume the obligations set forth in this Section 6.156.8. For the avoidance of doubt, to the extent required by any agreement previously entered into by Company in connection with a merger, acquisition or other business combination, the provisions of this Section 6.8 shall apply to directors, officers, employees and fiduciaries of predecessor entities previously acquired by Company or any of its Subsidiaries. (d) The obligations of the Surviving Company, Parent and Company under this Section 6.8 shall not be terminated or modified in a manner so as to adversely affect any Company Indemnified Party or any other person entitled to the benefit of this Section 6.8 without the prior written consent of the affected Company Indemnified Party.

Indemnification; Directors’ and Officers’ Insurance. (a) From Nothing herein shall impair or restrict the ability of any Oncor Entity to honor and after perform any of its indemnification obligations to any Representative under any Contract. (b) Effective as of the Merger Effective Time, TopCo each of Oncor Holdings Surviving Company and Oncor shall, and the EFH Surviving Companies shall indemnify, defend exercise all rights as a direct or indirect equityholder of Oncor Holdings Surviving Company and hold harmless each current or former director or officer of Mountain (each, together with such person’s heirs, executors or administrators, a “D&O Persons”) against any Losses suffered or incurred in connection with, arising out of or otherwise related Oncor to any actual or alleged Proceeding or any other matters existing or occurring at or prior cause Oncor Holdings Surviving Company and Oncor to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, including in connection comply with (i) the Transactions, any indemnification agreement between any Indemnified Party and an Oncor Entity and (ii) actions to enforce this provision or any other the indemnification or advancement right of any D&O Persons, obligations and exculpation provisions in each case, to the fullest extent that Mountain or any of its Affiliates would have been permitted under Mountain’s Governing Documents as of the date hereof and applicable Law to indemnify such D&O Persons, and TopCo shall also advance expenses to such D&O Persons as incurred to the fullest extent permitted to do so under Mountain’s Governing Documents in effect as of the date of this Agreement and applicable Law. Without limiting the foregoing, TopCo agrees that all rights to exculpation, indemnification and advancement of expenses existing as of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing and shall continue in full force and effect. For a period of six years after the Closing Date, TopCo shall cause the Surviving Company to maintain in effect the exculpation, indemnification and advancement of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person LLC Agreements as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants . (c) Nothing contained in this Section 6.15. Letter Agreement shall be construed to prohibit the Oncor Entities from obtaining, with the approval of their respective boards of directors, and fully paying the premium for the extension of (bi) Prior to the Merger Effective Time, Mountain shall and, if Mountain is unable to, TopCo shall (or shall cause the Surviving Company to) purchase a “tail” or “runoff” directors’ and officers’ liability coverage of the Oncor Entities’ existing directors’, managers’ and officers’ insurance policy policies, and (ii) Oncor’s existing fiduciary liability insurance policies, in each case for a claims reporting or discovery period of at least six (6) years from and after the “D&O Tail”) in Purchase Closing Date with respect to any claim related to any period of acts or omissions occurring time at or prior to the Purchase Closing covering each D&O Person on terms with respect to Date, which policies may be issued by an insurance carrier selected by the Oncor Entities and may contain terms, conditions, coverage, deductibles, retentions and limits of liability and amounts that are no less favorable acceptable to such person than those the Oncor Entities in their sole discretion with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of such policy in effect on the date of this Agreement for the six year period following the Closing. TopCo shall cause the Surviving Company to maintain the D&O Tail in full force and effect for its full term in accordance with this Section 6.15(b). (c) The rights of each D&O Person hereunder shall be in addition to, and not in limitation of, any other rights such Person may have under the Governing Documents of Mountain duty or any other Group Company, any other indemnification agreement matter claimed against a director or arrangement with officer of any of the foregoing Oncor Entities by reason of him or her serving in such capacity that existed or occurred at or prior to which they are a partythe Purchase Closing Date (including in connection with this Letter Agreement or the transactions or actions contemplated hereby); provided, applicable Law or otherwise. The obligations that, the premiums for the extension of such insurance policies shall not exceed 250% of the Group Companies (which includes at or immediately following annual premiums currently paid by the Merger Effective Time, Oncor Entities for the avoidance of doubt, TopCo and the Surviving Company) under this Section 6.15 shall not be terminated or modified in such a manner as to adversely affect any D&O Person without the consent of such D&O Person. The provisions of this Section 6.15 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15insurance policies. (d) If any If, within six (6) years of the Group Purchase Closing Date, the EFH Surviving Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) or any of their respective successors or assigns shall (i) consolidates consolidate with or merges with or merge into any other Person corporation or entity and is shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys transfer all or substantially all of its properties and assets to any Personindividual, corporation or other entity, then, and in each such case, the EFH Surviving Companies or their successors or assigns shall make, to the extent not provided for under applicable Law, proper provision shall be made provisions so that the successors and assigns of the EFH Surviving Companies, as the case may be, assume all of the obligations of the EFH Surviving Companies set forth in this Section 10. (e) The provisions of this Section 10 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties. (f) The rights of the Indemnified Parties under this Section 10 shall be in addition to any rights such Indemnified Parties may have under the certificate of formation, operating agreement or comparable governing documents of any Oncor Entity, or under any applicable Group Contracts or Laws. All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Purchase Closing Date and rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party as provided in the certificate of formation, operating agreement or comparable governing documents of any Oncor Entity or the Company assumes or any existing indemnification agreement between such Indemnified Party and any of the foregoing shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Party with respect to any acts or omissions occurring at or prior to the Purchase Closing Date. (g) To the extent that any Indemnified Parties are entitled to indemnification under both this Letter Agreement and any other contract, agreement or instrument (including the certificate of formation, operating agreement or comparable governing documents of any Oncor Entity or the Company or any indemnification agreement between such Indemnified Party and any of the foregoing) in respect of any services performed by such Indemnified Party as a director, manager, or officer of any of the Oncor Entities, the fact that any such contract, agreement or instrument also provides for indemnification of such Indemnified Parties shall not (i) be construed to diminish or otherwise limit any right or remedy granted to such Indemnified Parties hereunder or (ii) require that any other sources of indemnification or available insurance be primary over the indemnification obligations set forth in this Section 6.15Letter Agreement, any indemnification agreement previously entered with the Indemnified Parties or in the organizational documents of any Oncor Entity.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective TimeClosing, TopCo Purchaser shall indemnify, defend (i) indemnify and hold harmless each current or present and former director or and officer of Mountain the Company (eachcollectively, together with such person’s heirs, executors or administrators, a the “D&O PersonsIndemnified Parties”) ), against any Losses and all damages incurred or suffered or incurred by any of the D&O Indemnified Parties in connection withwith any liabilities or any action, whether civil, criminal, administrative or investigative, arising out of or otherwise related pertaining to any actual or alleged Proceeding or any other matters existing or occurring at or prior to the Merger Effective TimeClosing, whether asserted or claimed prior to, at or after the Merger Effective Time, including in connection with (i) the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any D&O Persons, in each caseClosing, to the fullest extent that Mountain or any of its Affiliates the Company would have been permitted under Mountainapplicable Law and under the Company’s Governing Documents certificate of incorporation and bylaws, as of the case may be, in each case as in effect on the date hereof and applicable Law of this Agreement, to indemnify such D&O Persons, Indemnified Parties and TopCo shall also (ii) advance expenses to as incurred by any D&O Indemnified Party in connection with any matters for which such D&O Persons as incurred Indemnified Party is entitled to indemnification from Purchaser pursuant to this Section 8.10 to the fullest extent permitted under applicable Law or, if greater, under the Company’s certificate of incorporation and bylaws; provided, however, that the D&O Indemnified Party to do so whom expenses are advanced provides an undertaking to repay such advances if it is ultimately and finally determined by a court of competent jurisdiction and all rights of appeal have lapsed that such D&O Indemnified Party is not entitled to indemnification under Mountain’s Governing Documents in effect as of the date of this Agreement and applicable Law. Without limiting , the foregoingCompany certificate of incorporation and Company bylaws, TopCo agrees that all rights and pursuant to exculpation, indemnification and advancement of expenses existing as of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing and shall continue in full force and effect. this Section 8.10(a). (b) For a period of six (6) years after following the Closing DateClosing, TopCo Purchaser shall cause the Surviving Company to maintain in effect a directors’ and officers’ liability insurance policy covering those persons who are currently covered by the exculpation, indemnification and advancement of expenses provisions of MountainCompany’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15. (b) Prior to the Merger Effective Time, Mountain shall and, if Mountain is unable to, TopCo shall (or shall cause the Surviving Company to) purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (copies of which have been heretofore delivered by the Company to Purchaser and its agents and representatives) with coverage in amount and scope at least as favorable as the Company’s existing coverage; provided, however, that in no event shall Purchaser be required to expend in the aggregate in excess of two hundred percent (200%) of the annual premium currently paid by the Company for such coverage, and if such premium would at any time exceed two hundred percent (200%) of such amount, then Purchaser shall maintain insurance policies which provide the maximum and best coverage available at an annual premium equal to two hundred percent (200%) of such amount; and provided, further, that this Section 8.10(b) shall be deemed to have been satisfied if a prepaid policy or policies (i.e., “D&O Tailtail coverage”) have been obtained by the Company which policy or policies provide such directors and officers with the coverage described in respect this Section 8.10(b) for an aggregate period of acts or omissions occurring at or prior to the Closing covering each D&O Person on terms not less than six (6) years with respect to termsclaims arising from facts or events that occurred on or before the Closing Date, conditions, coverage, deductibles, limits of liability and amounts that are no less favorable including with respect to such person than those of such policy in effect on the date of transactions contemplated by this Agreement for the six year period following the Closing. TopCo shall cause the Surviving Company to maintain the D&O Tail in full force and effect for its full term in accordance with this Section 6.15(b)Agreement. (c) The rights of each D&O Person hereunder shall be in addition to, terms and not in limitation of, any other rights such Person may have under the Governing Documents of Mountain or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) under this Section 6.15 shall not be terminated or modified in such a manner as to adversely affect any D&O Person without the consent of such D&O Person. The provisions of this Section 6.15 shall survive the Closing and expressly 8.10 are intended to benefitbe in addition to the rights otherwise available to the D&O Indemnified Parties by applicable Law, charter, bylaw or agreement, and are shall operate for the benefit of, and shall be enforceable by, each of the D&O PersonsIndemnified Parties and their respective heirs and representatives, each of whom is an intended third party beneficiary of this Section 6.158.10. (d) If any of Nothing contained herein shall be interpreted to require the Group Companies (which includes at Purchaser or immediately following the Merger Effective Time, Parent to indemnify or provide for the avoidance indemnification of doubt, TopCo and the Surviving Company) any D&O Indemnified Party in connection with any damages incurred or loss suffered by any of their respective successors or assigns (i) consolidates with or merges with or into any other Person and is not the continuing or surviving entity D&O Indemnified Party as a result of such consolidation party’s gross negligence or merger willful or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, proper provision shall be made so that the successors and assigns of the applicable Group Company assumes the obligations set forth in this Section 6.15unlawful conduct.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective TimeClosing Date, TopCo shall each of ProMedica and the Debtor agrees that it will indemnify, defend and hold harmless each current or present and former director or and officer of Mountain the Debtor and its Subsidiaries (eachin each case, together with when acting in such person’s heirs, executors or administrators, a capacity) (the “D&O PersonsIndemnified Parties”) from and against any Losses suffered and all costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities (whether or not incurred in connection withwith any Proceeding or investigation, whether civil, criminal, administrative or investigative) arising out of or otherwise related to any actual such Indemnified Party’s service or alleged Proceeding status as an officer or director of the Debtor or one of its Subsidiaries or any other matters existing action or occurring at or inaction on the part of any such Person in such capacity, in each case, as of prior to the Merger Effective TimeClosing, whether asserted or claimed prior to, at or after the Merger Effective TimeClosing Date, including to the fullest extent such Indemnified Party would be permitted to be indemnified by the Debtor or its applicable Subsidiary under applicable Law and the certificate of incorporation and by-laws (or comparable organizational documents) of the Debtor or its applicable Subsidiary in connection effect on the date of this Agreement; provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. (b) Prior to or as of the Closing Date, the Debtor shall (after reasonable consultation with ProMedica) and, if the Debtor is unable to, ProMedica shall cause the Debtor as of the Closing Date to obtain and fully pay the premium for “tail” insurance policies for the extension of (i) the Transactionsdirectors’ and officers’ liability coverage of the existing directors’ and officers’ insurance policies of the Debtor and its Subsidiaries, and (ii) actions to enforce this provision or any other indemnification or advancement right the existing fiduciary liability insurance policies of any D&O Personsthe Debtor and its Subsidiaries, in each case, to case for a claims reporting or discovery period of at least six (6) years from and after the fullest extent that Mountain Closing Date (the “Tail Period”) from an insurance carrier with the same or any of its Affiliates would have been permitted under Mountainbetter credit rating as the Debtor’s Governing Documents insurance carrier as of the date hereof with respect to directors’ and applicable Law officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are at least as favorable to indemnify the insureds as the Debtor’s existing policies with respect to any matter claimed against a director or officer of the Debtor or any of its Subsidiaries by reason of him or her serving in such capacity that existed or occurred at or prior to the Closing Date (including in connection with this Agreement or the transactions or actions contemplated hereby); provided that in no event shall the aggregate cost of the D&O PersonsInsurance exceed during the Tail Period 300% of the current aggregate annual premiums paid by the Debtor for such insurance. If the Debtor for any reason fails to obtain such insurance policies as of the Closing Date, the Debtor shall, and TopCo ProMedica shall also advance expenses cause the Debtor to, continue to such maintain in effect for the Tail Period the D&O Persons Insurance in place as incurred of the date hereof with terms, conditions, retentions and limits of liability that are at least as favorable to the fullest extent permitted insureds as provided in the Debtor’s existing policies as of the date hereof, or the Debtor shall, and ProMedica shall cause the Debtor to, use reasonable best efforts to do so under Mountainpurchase comparable D&O Insurance for the Tail Period with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as provided in the Debtor’s Governing Documents existing policies as of the date hereof; provided, however, that in effect no event shall the annual cost of the D&O Insurance exceed during the Tail Period 150% of the current aggregate annual premiums paid by the Debtor for such insurance; and provided, further, that if the annual premiums of such insurance coverage exceed such amount, the Debtor shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. From and after the Closing Date, except as required by applicable Law, ProMedica shall cause the certificate of incorporation and by-laws (or comparable organizational documents) of each of the Debtor and its Subsidiaries to contain provisions no less favorable to the Indemnified Parties with respect to limitation of liabilities, advancement of expenses and indemnification than are set forth as of the date of this Agreement in each of such documents of the Debtor and applicable Lawits Subsidiaries. Without limiting In the foregoingevent of any Proceeding or investigation for which an Indemnified Party is entitled to indemnification pursuant to this Section 4.7, TopCo (A) Debtor shall, and ProMedica shall cause the Debtor and its Subsidiaries to, defend the Indemnified Party with respect to any such Proceeding or investigation and (B) ProMedica shall not, and shall cause the Debtor and its Subsidiaries not to, settle, compromise or consent to the entry of any judgment in any Proceeding or investigation pending or threatened in writing to which an Indemnified Party is a party (and in respect of which indemnification could be sought by such Indemnified Party hereunder) without the prior written consent of such Indemnified Party (such consent not to be unreasonably withheld, conditioned or delayed), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or investigation. ProMedica agrees that all rights of the Indemnified Parties to exculpation, indemnification and exculpation from liabilities for acts or omissions occurring prior to the Closing as provided in the certificate of incorporation or by-laws (or comparable organizational documents) of the Debtor or any of its Subsidiaries and any indemnification agreements entered into prior to the date hereof, including provisions relating to advancement of expenses existing as incurred in the defense of the date hereof in favor of each D&O Personany Proceeding or investigation, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing Date and shall continue in full force and effecteffect in accordance with their terms. For a period of six years after the Closing Date, TopCo Such rights shall cause the Surviving Company to maintain in effect the exculpation, indemnification and advancement of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, be amended or otherwise modify any such provision modified in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15. (b) Prior to the Merger Effective Time, Mountain shall and, if Mountain is unable to, TopCo shall (or shall cause the Surviving Company to) purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of Indemnified Parties for any acts or omissions occurring at or prior to the Closing covering without the prior written consent of each D&O Person on terms with respect affected Indemnified Party (such consent not to termsbe unreasonably withheld, conditions, coverage, deductibles, limits of liability and amounts that are no less favorable to such person than those of such policy in effect on the date of this Agreement for the six year period following the Closing. TopCo shall cause the Surviving Company to maintain the D&O Tail in full force and effect for its full term in accordance with this Section 6.15(bconditioned or delayed). (c) The rights of each D&O Person hereunder shall be in addition to, and not in limitation of, any other rights such Person may have Any Indemnified Party wishing to claim indemnification under the Governing Documents of Mountain or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of the Group Companies paragraph (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Companya) under this Section 6.15 shall not be terminated or modified in such a manner as to adversely affect any D&O Person without the consent of such D&O Person. The provisions of this Section 6.15 4.7, upon learning of any such Proceeding or investigation, shall survive promptly notify ProMedica and the Closing and expressly are intended Debtor thereof, but the failure to benefit, and are enforceable by, each so notify shall not relieve ProMedica or the Debtor of any Liability it may have to such Indemnified Party except to the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15extent such failure materially prejudices the indemnifying party. (d) If any of ProMedica or the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) Debtor or any of their respective successors or assigns (i) consolidates shall consolidate with or merges with or merge into any other Person corporation or entity and is shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys shall transfer all or substantially all of its properties and assets to any Personindividual, corporation or other entity, then, and in each such case, proper provision provisions shall be made so that the successors and assigns of ProMedica or the applicable Group Company assumes Debtor shall assume all of the obligations set forth in this Section 6.154.7. (e) The provisions of this Section 4.7 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties. (f) The rights of the Indemnified Parties under this Section 4.7 shall be in addition to any rights such Indemnified Parties may have under the certificate of incorporation or by-laws (or comparable organizational documents) of the Debtor or any of its Subsidiaries, or under any applicable Contracts or Laws. All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Closing Date and rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party as provided in the certificate of incorporation, by-laws or comparable governing documents of the Debtor and its Subsidiaries or any indemnification agreement between such Indemnified Party and the Debtor or any of its Subsidiaries shall survive the Transactions and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Party. (g) ProMedica and the Debtor hereby acknowledge that the Indemnified Parties have or may, in the future, have certain rights to indemnification, advancement of expenses and/or insurance provided by Persons other than ProMedica, the Debtor or its Subsidiaries (collectively, the “Other Indemnitors” and, individually, an “Other Indemnitor”) with respect to Proceedings or investigations that are the subject of Section 4.7(a). The Debtor hereby agrees that if any advancement or indemnification obligation is owed, at any time, to an Indemnified Party for the same Proceeding or investigation by both (i) ProMedica or the Debtor, including under Section 4.7(a), and (ii) any Other Indemnitor (whether pursuant to any certificate of incorporation, by-laws or comparable organizational documents, indemnification agreement or other agreements), the Debtor shall (and if it is unable or fails to honor its obligations under this Section 4.7, ProMedica shall) be primarily liable for indemnification and advancement of expenses to such Indemnified Parties in respect of such Proceeding or investigation, and any obligation of an Other Indemnitor to provide indemnification or advancement of expenses shall be secondary to the obligations of the Debtor (or if it is unable or fails to honor its obligations under this Section 4.7, ProMedica) under this Section 4.7. ProMedica and the Debtor irrevocably waive, relinquish and release the Other Indemnitors from any and all claims (A) against the Other Indemnitors for contribution, subrogation, indemnification or any other recovery of any kind in respect of the indemnification arrangements provided to such Indemnified Parties by such Other Indemnitors and (B) that the Indemnified Party must seek expense advancement or reimbursement, or indemnification, from any Other Indemnitor before ProMedica and the Debtor must perform their expense advancement and reimbursement, and indemnification obligations, under this Agreement. If any Other Indemnitor pays or causes to be paid, for any reason, any amounts otherwise indemnifiable or subject to advancement under this Section 4.7, then (1) such Other Indemnitor shall be fully subrogated to all rights of the Indemnified Parties with respect to the payments actually made and (2) the Debtor shall reimburse the Other Indemnitor for the payments actually made. Notwithstanding anything to the contrary in this Agreement, for the avoidance of doubt, ProMedica’s rights against the Debtor for contribution, subrogation, indemnification or any other recovery of any kind in respect of the indemnification arrangements provided by ProMedica and Debtor to the Indemnified Parties pursuant to this Section 4.7 are hereby preserved.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective Time, TopCo shall indemnify, defend and hold harmless each current or former director or officer of Mountain (each, together with such person’s heirs, executors or administrators, a “D&O Persons”) against any Losses suffered or incurred in connection with, arising out of or otherwise related to any actual or alleged Proceeding or any other matters existing or occurring at or prior to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, including in connection with (i) the TransactionsSurviving Corporation shall, and (ii) actions to enforce this provision or any other indemnification or advancement right of any D&O Persons, in each caseParent shall cause the Surviving Corporation to, to the fullest extent that Mountain or any of its Affiliates would have been permitted under Mountainthe LBCL, honor the Company’s Governing Documents as of the date hereof and applicable Law its Subsidiaries’ obligations existing immediately prior to indemnify such D&O Persons, and TopCo shall also advance expenses to such D&O Persons as incurred to the fullest extent permitted to do so under Mountain’s Governing Documents in effect as of the date of this Agreement to exculpate, indemnify and hold harmless, and advance expenses to, each present and former director and officer of the Company and each of its Subsidiaries and each such individual who served at the request of the Company or its Subsidiaries as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise other than the Company or a Subsidiary thereof (each, an “Indemnified Party”), in accordance with the terms of the Governing Documents of the Company and its Subsidiaries, the Indemnification Contracts and applicable Law, in each case in effect immediately prior to the date of this Agreement. Without limiting The Governing Documents of the foregoingSurviving Corporation and its Subsidiaries shall, TopCo agrees that all rights for a period of at least six (6) years following the Effective Date, contain provisions no less favorable with respect to exculpation, indemnification and expense advancement of expenses existing as than are set forth in the Governing Documents of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing Company and shall continue in full force and effect. For a period of six years after the Closing Date, TopCo shall cause the Surviving Company to maintain in effect the exculpation, indemnification and advancement of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15Subsidiaries. (b) Prior to the Merger Effective TimeClosing, Mountain the Company shall and, if Mountain is unable to, TopCo shall (or shall cause the Surviving Company to) purchase a six (6) year “tail” or “runoff” directorsprepaid officers’ and officersdirectors’ liability insurance policy and fiduciary liability insurance policy, providing, for a period of six (6) years after the “D&O Tail”Effective Time, the Company’s current and former directors and officers (as defined to mean those persons insured under the Company’s existing officers’ and directors’ liability insurance policy and fiduciary liability insurance policy) in respect of acts or omissions with insurance and indemnification policy coverage for events occurring at or prior to the Closing covering each Effective Time (together, the “D&O Person on terms Insurance”) that is no less favorable than the existing policies (including that such purchase does not result in any gaps or lapses in coverage with respect to termsmatters occurring prior to the Effective Time); provided, conditionshowever, coveragethat the Company shall not pay an aggregate amount for the D&O Insurance in excess of 300% of the current aggregate annual premiums paid by the Company for the existing policies, deductibles, limits of liability and amounts that are but in such case shall purchase such coverage under six (6) year “tail” prepaid policies as shall then be available at an aggregate cost no less favorable to such person greater than those 300% of such policy in effect on rates. From and after the date of this Agreement for the six year period following the Closing. TopCo shall cause Effective Time, the Surviving Company Corporation shall continue to maintain honor its obligations under the D&O Tail Insurance and shall not cancel nor take any action or omit to take any action that would result in full force and effect for its full term in accordance with this Section 6.15(b)the cancellation thereof. (c) The rights of each D&O Person hereunder Indemnified Party under this Section 6.06 shall be in addition to, and not in limitation of, to any other rights such Person individual may have under the Governing Documents of Mountain the Company or any of its Subsidiaries, under the LBCL or any other Group Company, applicable Laws or under any other indemnification agreement of any Indemnified Party with the Company or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) under this Section 6.15 shall not be terminated or modified in such a manner as to adversely affect any D&O Person without the consent of such D&O Person. The provisions of this Section 6.15 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15its Subsidiaries. (d) If any Parent guarantees the performance of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance obligations of doubt, TopCo and the Surviving CompanyCorporation under this Section 6.06. (e) In the event that Parent or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges with or into any other Person and is not 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, proper provision shall will be made so that the successors and assigns of Parent or the applicable Group Company assumes Surviving Corporation, as applicable, assume the obligations set forth in this Section 6.156.06.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective Time, TopCo the Surviving Company and Purchaser shall indemnify, defend indemnify and hold harmless harmless, to the full extent provided under the Company Articles, the Company Bylaws, and any indemnification agreement between Company and any officer or director existing on March 21, 2022 (including advancement of expenses as incurred) to the extent permitted under applicable Law, including specifically 12 C.F.R. Part 359, each current or present and former director or and officer of Mountain Company and Company Bank as of the Effective Time (in each case, when acting in such capacity) (each, together with such person’s heirs, executors or administrators, a an “D&O PersonsIndemnified Party”) against any Losses suffered costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related pertaining to any actual or alleged Proceeding or any other matters existing or occurring at or prior to the Merger Effective Time, whether asserted or claimed prior to, at before or after the Merger Effective Time, including in connection with the transactions contemplated by this Agreement; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Indemnified Party is not entitled to indemnification. (ib) the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any D&O Persons, in each case, Subject to the fullest extent that Mountain or any of its Affiliates would have been permitted under Mountain’s Governing Documents as of the date hereof and applicable Law to indemnify such D&O Personsfollowing sentence, and TopCo shall also advance expenses to such D&O Persons as incurred to the fullest extent permitted to do so under Mountain’s Governing Documents in effect as of the date of this Agreement and applicable Law. Without limiting the foregoing, TopCo agrees that all rights to exculpation, indemnification and advancement of expenses existing as of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing and shall continue in full force and effect. For for a period of six years after following the Closing Date, TopCo shall cause the Surviving Company to maintain in effect the exculpation, indemnification and advancement of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15. (b) Prior to the Merger Effective Time, Mountain shall and, if Mountain is unable to, TopCo shall (or shall cause the Surviving Company to) purchase a “tail” or “runoff” Purchaser will use its commercially reasonable efforts to provide directors’ and officers’ liability insurance policy that serves to reimburse the present and former officers and directors of Company or any of its Subsidiaries as of the Effective Time with respect to claims against such directors and officers arising from facts or events occurring at or before the Effective Time (including the transactions contemplated by this Agreement), which insurance will contain at least the same coverage and amounts, and contain terms and conditions no less advantageous to the Indemnified Party as that coverage currently provided by Company; provided that in no event shall Purchaser be required to expend, on an annual basis, an amount in excess of 175% of the annual premiums paid as of the date hereof by Company for any such insurance (the “D&O TailPremium Cap”) ); provided further, that if any such annual expense at any time would exceed the Premium Cap, then Purchaser will cause to be maintained policies of insurance which provide the maximum coverage available at an annual premium equal to the Premium Cap. At the option of Purchaser, in respect of acts or omissions occurring at or consultation with Company, prior to the Closing covering each D&O Person Effective Time and in lieu of the foregoing, Purchaser or Company may purchase a tail policy for directors’ and officers’ liability insurance on the terms with respect to terms, conditions, coverage, deductibles, limits of liability described in the prior sentence (including the Premium Cap) and amounts that are no less favorable to such person than those of fully pay for such policy in effect on prior to the date of this Agreement for the six year period following the Closing. TopCo shall cause the Surviving Company to maintain the D&O Tail in full force and effect for its full term in accordance with this Section 6.15(b)Effective Time. (c) The rights Any Indemnified Party wishing to claim indemnification under Section 6.6(a), upon learning of each D&O Person hereunder shall be in addition toany claim, and action, suit, proceeding or investigation described thereunder, will promptly notify Purchaser; provided that failure to so notify will not in limitation of, any other rights such Person may have under affect the Governing Documents of Mountain or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of Purchaser under Section 6.6(a) unless and to the Group Companies extent that Purchaser is actually prejudiced as a consequence. (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Companyd) under this Section 6.15 shall not be terminated or modified in such a manner as to adversely affect any D&O Person without the consent of such D&O Person. The provisions of this Section 6.15 6.6 shall survive the Closing Effective Time and expressly are intended to benefitbe for the benefit of, and are shall be enforceable by, each of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15. (d) Indemnified Party and his or her heirs and representatives. If any of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) Purchaser or any of their respective its successors or assigns (i) consolidates shall consolidate with or merges with or merge into any other Person entity and is shall not be the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys shall transfer all or substantially all of its properties and assets to any Personother entity, then, then and in each such case, proper provision shall be made so that the successors and assigns of the applicable Group Company assumes Purchaser shall assume the obligations set forth in this Section 6.156.6.

Indemnification; Directors’ and Officers’ Insurance. (ai) From and after the Merger Effective Time, TopCo Cardinal shall indemnify, defend cause the Surviving Corporation to indemnify and hold harmless each current the present and former officers and directors of BLP in respect of acts or former director or officer of Mountain (each, together with such person’s heirs, executors or administrators, a “D&O Persons”) against any Losses suffered or incurred in connection with, arising out of or otherwise related to any actual or alleged Proceeding or any other matters existing or omissions occurring at or prior to the Merger Effective Time to the extent provided under the BLP Certificate or the BLP By-laws or the indemnification agreements between BLP and its directors listed in Section 6.2(a)(i) to the BLP Disclosure Schedule; and (ii) Prior to the Effective Time, whether asserted or claimed with Cardinal’s prior towritten consent, at or after which consent shall not be unreasonably withheld, BLP may purchase an extended reporting period endorsement under BLP’s existing directors’ and officers’ liability insurance coverage for BLP’s directors and officers in a form and with terms reasonably acceptable to BLP and to Cardinal, which shall provide BLP’s directors and officers with coverage for six years following the Merger Effective Time with substantially the same coverage and containing substantially similar terms and conditions as existing policies presently maintained by BLP, so long as the aggregate cost to BLP and Cardinal is less than the amount set forth in Section 6.2(a)(ii) to the BLP Disclosure Schedule (the “Agreed-Upon Insurance Premium”) provided that BLP agrees to cooperate in good faith with Cardinal in order to obtain the lowest premium for such coverage. If, prior to the Effective Time, including in connection BLP has not purchased insurance consistent with (i) the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any D&O Persons, in each case, to the fullest extent that Mountain or any of its Affiliates would have been permitted under Mountain’s Governing Documents as of the date hereof and applicable Law to indemnify such D&O Persons, and TopCo shall also advance expenses to such D&O Persons as incurred to the fullest extent permitted to do so under Mountain’s Governing Documents in effect as of the date of this Agreement and applicable Law. Without limiting the foregoing, TopCo agrees that Cardinal shall use all rights reasonable efforts to exculpationcause the Surviving Corporation or Cardinal to obtain and maintain in effect, indemnification and advancement of expenses existing as of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing and shall continue in full force and effect. For for a period of six years after the Closing Date, TopCo shall cause the Surviving Company to maintain in effect the exculpation, indemnification and advancement of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15. (b) Prior to the Merger Effective Time, Mountain shall and, if Mountain is unable to, TopCo shall (or shall cause the Surviving Company to) purchase a “tail” or “runoff” policies of directors’ and officers’ liability insurance policy (at no cost to the “D&O Tail”) in beneficiaries thereof with respect of to acts or omissions occurring at or prior to the Closing covering each D&O Person on Effective Time with substantially the same coverage and containing substantially similar terms and conditions as existing policies; provided, however, that neither the Surviving Corporation nor Cardinal shall be required to pay an aggregate premium for such insurance coverage in excess of the Agreed-Upon Insurance Premium, but, to the extent that the cost is greater than such amount, the Surviving Corporation or Cardinal shall purchase as much coverage as reasonably practicable for such amount and that the Surviving Corporation or Cardinal may substitute therefor other policies not less advantageous (excluding de minimis differences) to the beneficiaries of the current policies and provided that such substitution shall not result in any gaps or lapses in coverage with respect to terms, conditions, coverage, deductibles, limits of liability and amounts that are no less favorable matters occurring prior to such person than those of such policy in effect on the date Effective Time. If Cardinal or the Surviving Corporation shall purchase coverage pursuant to the second sentence of this Agreement for Section 6.2(a)(ii), notwithstanding the six year period following foregoing, at anytime after the Closing. TopCo shall cause the Surviving Company to maintain the D&O Tail in full force and effect for its full term in accordance with this Section 6.15(b). (c) The rights of each D&O Person hereunder shall be in addition to, and not in limitation of, any other rights such Person may have under the Governing Documents of Mountain or any other Group Company, any other indemnification agreement or arrangement with any third anniversary of the foregoing to which they are a party, applicable Law or otherwise. The obligations of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubtCardinal may, TopCo and at its election, undertake to provide funds to the Surviving Company) Corporation to the extent necessary so that the Surviving Corporation may self-insure at a level of coverage no less than that otherwise required under this Section 6.15 shall not be terminated or modified 6.2(a)(ii) in such a manner as lieu of causing to adversely affect remain in effect any D&O Person without the consent policies of such D&O Person. The provisions of this Section 6.15 shall survive the Closing directors’ and expressly are intended to benefit, and are enforceable by, each of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15officers’ liability insurance. (d) If any of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) or any of their respective successors or assigns (i) consolidates with or merges with or into any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, proper provision shall be made so that the successors and assigns of the applicable Group Company assumes the obligations set forth in this Section 6.15.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective Time, TopCo The Surviving Corporation shall indemnify, defend and hold harmless and advance expenses, to the fullest extent required pursuant to the indemnity agreements of Company identified on Section 5.9 of the Company Disclosure Schedules (the “Company Indemnity Agreements”), the DGCL, and the certificate of incorporation and by-laws of the Surviving Corporation, each current or present and former director or and officer of Mountain Company and its Subsidiaries (eachcollectively, together with such person’s heirs, executors or administrators, a the “D&O PersonsIndemnified Parties”) against any Losses suffered costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, settlements, damages or liabilities (collectively, “Costs”) actually incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related pertaining to any actual or alleged Proceeding or any other matters existing or occurring at or prior to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, including in connection with (i) the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any D&O Persons, in each case, to the fullest extent that Mountain or any of its Affiliates would have been permitted under Mountain’s Governing Documents as of the date hereof and applicable Law to indemnify such D&O Persons, and TopCo shall also advance expenses to such D&O Persons as incurred to the fullest extent permitted to do so under Mountain’s Governing Documents in effect as of the date of this Agreement and applicable Law. Without limiting the foregoing, TopCo agrees that all rights to exculpation, indemnification and advancement of expenses existing as of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing and shall continue in full force and effect. For a period of six years after the Closing Date, TopCo shall cause the Surviving Company to maintain in effect the exculpation, indemnification and advancement of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries Merger and the Surviving Company other transactions contemplated hereby, provided the Person to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. (b) Prior Company shall maintain its existing officers and directors’ liability insurance (“D&O Insurance”) coverage for Company’s directors and officers for a period of six (6) years after the Effective Time or cause to be obtained at the Merger Effective Time “tail” insurance policies with a claims period of at least six (6) years from the Effective Time, Mountain shall and, if Mountain so long as the annual premium therefor is unable to, TopCo shall (or shall cause not in excess of 175% of the Surviving Company to) purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring at or last annual premium paid prior to the Closing covering each D&O Person on terms with respect date hereof (which last annual premium Company represents and warrants to terms, conditions, coverage, deductibles, limits of liability and amounts that are no less favorable to such person than those of such policy be $276,000 in effect on the date of this Agreement for the six year period following the Closing. TopCo shall cause the Surviving Company to maintain the D&O Tail in full force and effect for its full term in accordance with this Section 6.15(baggregate). (c) The certificate of incorporation and by-laws of the Surviving Corporation shall include provisions for exculpation of director liability, advancement of expenses and indemnification no less favorable than as set forth in Company’s certificate of incorporation and by-laws in effect on the date hereof for six (6) years after the Effective Time. (d) The rights of each D&O Person hereunder Indemnified Party under this Section 5.9 shall be in addition to, and not in limitation of, to any other rights right such Person may might have under the Governing Documents certificate of Mountain incorporation or by-laws of Company or any other Group Companyof its Subsidiaries, or under applicable Law (including the DGCL) or under any other indemnification agreement of any Indemnified Party with Company or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) under this Section 6.15 shall not be terminated or modified in such a manner as to adversely affect any D&O Person without the consent of such D&O Personits Subsidiaries. The provisions of this Section 6.15 shall survive the Closing and expressly 5.9 are intended to benefitbe for the benefit of, and are shall be enforceable by, each of the D&O PersonsIndemnified Parties, each of whom is an intended third party beneficiary of this Section 6.15. (d) If any of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) or any of their respective successors or assigns (i) consolidates with or merges with or into any other Person heirs and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, proper provision shall be made so that the successors and assigns of the applicable Group Company assumes the obligations set forth in this Section 6.15representatives.

Indemnification; Directors’ and Officers’ Insurance. (a) From The Certificate of Incorporation and Bylaws of the Surviving Corporation shall, with respect to indemnification of officers, directors, employees and agents, not be amended, repealed or otherwise modified after the Merger Effective Time, TopCo shall indemnify, defend and hold harmless each current or former director or officer of Mountain (each, together with such person’s heirs, executors or administrators, a “D&O Persons”) against any Losses suffered or incurred in connection with, arising out of or otherwise related to any actual or alleged Proceeding or any other matters existing or occurring at or prior to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, including in connection with (i) the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any D&O Persons, in each case, to the fullest extent that Mountain or any of its Affiliates would have been permitted under Mountain’s Governing Documents as of the date hereof and applicable Law to indemnify such D&O Persons, and TopCo shall also advance expenses to such D&O Persons as incurred to the fullest extent permitted to do so under Mountain’s Governing Documents in effect as of the date of this Agreement and applicable Law. Without limiting the foregoing, TopCo agrees that all rights to exculpation, indemnification and advancement of expenses existing as of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing and shall continue in full force and effect. For a period of six years after the Closing Date, TopCo shall cause the Surviving Company to maintain in effect the exculpation, indemnification and advancement of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision Time in any manner that would adversely affect the rights thereunder of the persons who at any D&O Person thereunder; provided, that all rights time prior to exculpation, indemnification the Effective Time were identified as prospective indemnitees under the Certificate of Incorporation or advancement Bylaws of expenses UST in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15. (b) Prior to the Merger Effective Time, Mountain shall and, if Mountain is unable to, TopCo shall (or shall cause the Surviving Company to) purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts actions or omissions occurring at or prior to the Closing covering each D&O Person on terms with respect to termsEffective Time (including the transactions contemplated hereby), conditions, coverage, deductibles, limits of liability and amounts that are no less favorable to unless such person than those of such policy in effect on the date of this Agreement for the six year period following the Closing. TopCo modification is required by law. (b) SCHWAB shall cause the Surviving Company Corporation to maintain indemnify, defend and hold harmless, the D&O Tail present and former officers, directors, employees and agents of UST or any of UST's Subsidiaries in full force and effect for its full term their capacities as such (each an "Indemnified Party") in accordance with this Section 6.15(b)the Certificate of Incorporation and Bylaws, or other charter documents, of UST and the respective UST Subsidiaries and any agreements or plans maintained by UST and the respective UST Subsidiary, to the fullest extent permitted by law after the Effective Time against all losses, expenses, claims, damages and liabilities arising out of actions or omissions occurring on or prior to the Effective Time. (c) The rights SCHWAB shall use commercially reasonable efforts to cause the persons serving as officers and directors of each D&O Person hereunder UST immediately prior to the Effective Time to be covered for a period of six years from the Effective Time by the directors' and officers' liability insurance policy maintained by UST (provided that SCHWAB may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are not less advantageous than such policy) with respect to acts or omissions occurring prior to the Effective Time which were committed by such officers and directors in their capacity as such; provided, however, that in no event shall SCHWAB be in addition to, and not in limitation of, any other rights such Person may have under the Governing Documents of Mountain or any other Group Company, any other indemnification agreement or arrangement with any required to expend more than 200% of the foregoing current amount expended by UST (the "Insurance Amount") to which they are a partymaintain or procure insurance coverage pursuant hereto and further provided, applicable Law that if SCHWAB is unable to maintain or otherwise. The obligations of obtain the Group Companies (which includes at or immediately following the Merger Effective Timeinsurance called for by this Section 6.8(c), SCHWAB shall use commercially reasonable efforts to obtain as much comparable insurance as available for the avoidance of doubt, TopCo and the Surviving Company) under this Section 6.15 shall not be terminated or modified in such a manner as to adversely affect any D&O Person without the consent of such D&O Person. The provisions of this Section 6.15 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15Insurance Amount. (d) If any of In the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) event SCHWAB or any of their respective its successors or assigns or the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges with or into any other Person person and is shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Personperson, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of SCHWAB or the applicable Group Company assumes Surviving Corporation, as applicable, assume the obligations set forth in this section. (e) The provisions of this Section 6.156.11 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective Time, TopCo the Surviving Corporation shall indemnify, defend indemnify and hold harmless and shall advance expenses as incurred, in each current case to the extent (subject to applicable law) such persons are indemnified or entitled to such advancement of expenses as of the date of this Agreement by Partners pursuant to the Partners Certificate, Partners Bylaws, the governing or organizational documents of any Subsidiary of Partners, any indemnification agreements in existence as of the date hereof that have been disclosed to LINK or the MGCL, each present and former director or officer of Mountain Partners and its Subsidiaries (eachin each case, together with when acting in such person’s heirscapacity) (collectively, executors or administrators, a the “D&O PersonsPartners Indemnified Parties”) against any Losses suffered costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, damages, liabilities and other amounts incurred in connection withwith any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising before or after the Effective Time, arising out of the fact that such person is or otherwise related to any actual was a director or alleged Proceeding officer of Partners or any other of its Subsidiaries and pertaining to matters existing or occurring at or prior to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, including the transactions contemplated by this Agreement; provided, that in connection with (i) the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right case of any D&O Persons, in each case, to the fullest extent that Mountain or any of its Affiliates would have been permitted under Mountain’s Governing Documents as of the date hereof and applicable Law to indemnify such D&O Persons, and TopCo shall also advance expenses to such D&O Persons as incurred to the fullest extent permitted to do so under Mountain’s Governing Documents in effect as of the date of this Agreement and applicable Law. Without limiting the foregoing, TopCo agrees that all rights to exculpation, indemnification and advancement of expenses, the Partners Indemnified Party to whom expenses existing as are advanced provides an undertaking to repay such advances if it is ultimately determined in a final determination by a court of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing and shall continue in full force and effect. competent jurisdiction that such Partners Indemnified Party is not entitled to indemnification. (b) For a period of six (6) years after the Closing DateEffective Time, TopCo the Surviving Corporation shall cause the Surviving Company to maintain be maintained in effect the exculpation, indemnification and advancement current policies of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15. (b) Prior to the Merger Effective Time, Mountain shall and, if Mountain is unable to, TopCo shall (or shall cause the Surviving Company to) purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy maintained by Partners (provided, that the Surviving Corporation 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 against the present and former officers and directors of Partners or any of its Subsidiaries arising from facts or events which occurred at or before the Effective Time; provided, that the Surviving Corporation shall not be obligated to expend, on an annual basis, an amount in excess of 250% of the current annual premium paid as of the date hereof by Partners for such insurance (the “D&O TailPremium Cap”), and if such premiums for such insurance would at any time exceed the Premium Cap, then the Surviving Corporation shall cause to be maintained policies of insurance which, in the Surviving Corporation’s good faith determination, provide the maximum coverage available at an annual premium equal to the Premium Cap. In lieu of the foregoing, Partners, in consultation with, but only upon the consent of LINK, may (and at the request of LINK, Partners shall use its reasonable best efforts to) in respect of acts or omissions occurring obtain at or prior to the Closing covering each D&O Person on terms with respect Effective Time a six (6)-year prepaid “tail” policy under Partners’ existing directors and officers insurance policy providing equivalent coverage to termsthat described in the preceding sentence if and to the extent that the same may be obtained for an amount that, conditionsin the aggregate, coveragedoes not exceed the Premium Cap and, deductiblesin such case, limits of liability and amounts that are no less favorable to such person LINK shall not have any further obligations under this Section 6.8(b), other than those of such policy in effect on the date of this Agreement for the six year period following the Closing. TopCo shall cause the Surviving Company to maintain the D&O Tail in full force and effect for its full term in accordance with this Section 6.15(b)such prepaid “tail” policy. (c) The rights of each D&O Person hereunder shall be in addition to, and not in limitation of, any other rights such Person may have under the Governing Documents of Mountain or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) under this Section 6.15 shall not be terminated or modified in such a manner as to adversely affect any D&O Person without the consent of such D&O Person. The provisions of this Section 6.15 6.8 shall survive the Closing Effective Time and expressly are intended to benefitbe for the benefit of, and are shall be enforceable by, each of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15. (d) Partners Indemnified Party and his or her heirs and representatives. If any of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) Corporation or any of their respective its successors or assigns (i) consolidates with or merges with or into any other Person person and is not the continuing or surviving entity person of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties and assets or deposits to any Personother person or engages in any similar transaction, then, then in each such case, case the Surviving Corporation will cause proper provision shall to be made so that the successors and assigns of the applicable Group Company assumes Surviving Corporation will expressly assume the obligations set forth in this Section 6.156.8. The obligations of the Surviving Corporation under this Section 6.8 shall not be terminated or modified in a manner so as to adversely affect the Partners Indemnified Parties or any other person entitled to the benefit of this Section 6.8 without the prior written consent of the affected Partners Indemnified Party or affected person.

Indemnification; Directors’ and Officers’ Insurance. (a) From and For a period of no less than six years after the Merger Effective Time, TopCo Parent shall, and shall indemnifycause the Surviving Corporation to, defend indemnify and hold harmless harmless, and provide advancement of expenses to, all Indemnified Parties to the fullest extent permitted by applicable Legal Requirements as if each current or former Indemnified Party was a director or officer of Mountain (eachthe indemnifying party, together with such person’s heirs, executors or administrators, a “D&O Persons”) including against any Losses suffered costs or incurred expenses (including advancing reasonable attorneys’ fees and expenses in connection with, arising out advance of or otherwise related to the final disposition of any actual or threatened claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Legal Requirements, provided such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding in respect of acts or omissions occurring or alleged Proceeding or any other matters existing or occurring to have occurred at or prior to the Effective Time (including acts or omissions in connection with the approval of this Agreement and the consummation of the Merger and the other transactions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, in connection with such Persons serving as an officer or director of the Company or any of the Subsidiaries of the Company or serving at the request of the Company or any of the Subsidiaries of the Company as a director, officer, employee or agent of another Person, to the fullest extent permitted by applicable Legal Requirements. The parties agree that for six years after the Effective Time all rights to exculpation, elimination or limitation of liability and indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, including now existing in connection with favor of the Indemnified Parties as provided in the articles of incorporation or by-laws (ior comparable Organizational Documents) of the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any D&O Persons, in each case, to the fullest extent that Mountain Company or any of its Affiliates would have been permitted under Mountain’s Governing Documents as Subsidiaries or in any agreement set forth on Section 4.14(a) of the date hereof and applicable Law to indemnify such D&O Persons, and TopCo shall also advance expenses to such D&O Persons as incurred to the fullest extent permitted to do so under Mountain’s Governing Documents in effect as of the date of this Agreement and applicable Law. Without limiting the foregoing, TopCo agrees that all rights to exculpation, indemnification and advancement of expenses existing as of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain Company Disclosure Letter shall survive the Closing Merger and shall continue in full force and effect. For a period of six years after the Closing DateEffective Time, TopCo Parent shall, and shall cause the Surviving Company to Corporation to, maintain in effect (to the fullest extent permitted under applicable Legal Requirements) the provisions in: (i) the Organizational Documents of the Company and each of the Subsidiaries of the Company; and (ii) any other agreements of the Company or any of the Subsidiaries of the Company with any Indemnified Party, in each case, regarding exculpation, elimination or limitation of liability, indemnification of officers, directors, employees and agents or other fiduciaries and advancement of expenses provisions that are in existence on the date of Mountain’s Governing Documents as in effect as this Agreement set forth on Section 4.14(a) of the date hereof Company Disclosure Letter, and no such provision shall be amended, modified or repealed in any indemnification agreement between Mountain and any D&O Person respect, except as in effect as of required by applicable Legal Requirements or with the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition prior written consent of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15Indemnified Party. (b) Prior to For a period of no less than six years following the Merger Effective Time, Mountain shall and, if Mountain is unable to, TopCo shall (or Parent and the Surviving Corporation shall cause to be maintained in effect the Surviving Company to) purchase a “tail” or “runoff” coverage provided by the existing policy of the Company’s directors’ and officers’ liability insurance policy (the “D&O TailPolicy”) in respect of acts covering (through successor coverage) claims arising from facts or omissions occurring events that occurred at or prior to the Closing Effective Time (including for acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated by this Agreement) and covering (through successor coverage) each D&O Person of the Company’s current directors and officers, in any case on terms with respect to terms, conditions, coverage, deductibles, limits of liability coverage and amounts that are no less favorable to such person than those of such policy terms in effect on the date of this Agreement for Agreement. Notwithstanding anything to the six contrary in this Agreement, in lieu of Parent’s obligations under the first sentence of this Section 4.14(b), Parent may, or the Company shall if Parent directs the Company to do so in writing, prior to the Effective Time, purchase a six-year period following “tail” prepaid policy on the Closing. TopCo D&O Policy from a carrier with comparable or better credit ratings to the Company’s existing D&O Policy carrier and on terms and conditions no less favorable to the Indemnified Parties than the terms and conditions of the Company’s existing D&O Policy; provided that, in no event shall cause Parent or the Surviving Corporation be required to pay an annual premium for such insurance in excess of 300% of the current annual premium paid by the Company to (which annual premium is set forth in Section 4.14(a) of the Company Disclosure Letter) for its directors’ and officers’ liability insurance; provided, further, that in the event that Parent or the Company shall purchase such a “tail” policy, Parent and the Surviving Corporation shall maintain the D&O Tail such “tail” policy in full force and effect for its full term and continue to honor their respective obligations thereunder, in accordance with lieu of all other applicable obligations of Parent and the Surviving Corporation under the first sentence of this Section 6.15(b)4.14(b) for so long as such “tail” policy shall be maintained in full force and effect. Notwithstanding anything in this Section 4.14 to the contrary, if any Indemnified Party notifies Parent on or prior to the sixth anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification or advancement of expenses pursuant to this Section 4.14, the provisions of this Section 4.14 that require the Surviving Corporation to indemnify and advance expenses shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. (c) The rights of each D&O Person hereunder shall be in addition to, and not in limitation of, any other rights such Person may have under the Governing Documents of Mountain or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) under this Section 6.15 4.14 shall not be terminated terminated, amended or otherwise modified in such a manner as to adversely affect any Indemnified Party (or any other Person who is a beneficiary under the D&O Person Policy or the “tail” policy referred to in Section 4.14(b) and any of such Person’s heirs, executors, administrators or representatives) without the prior written consent of such affected Indemnified Party or other Person who is a beneficiary under the D&O Policy or the “tail” policy referred to in Section 4.14(b) and any of such Person’s heirs, executors, administrators or representatives. The provisions Each of the Indemnified Parties or other Persons who are beneficiaries under the D&O Policy or the “tail” policy referred to in Section 4.14(b) and any of such Person’s heirs, executors, administrators or representatives are intended to be third party beneficiaries of this Section 6.15 4.14, with full rights of enforcement as if a party thereto. The rights of the Indemnified Parties and other Persons who are beneficiaries under the D&O Policy or the “tail” policy referred to in Section 4.14(b) and any of such Person’s heirs, executors, administrators or representatives under this Section 4.14 shall survive the Closing and expressly are intended to benefitbe in addition to, and are enforceable bynot in substitution for, each any other rights that such Persons may have under any Organizational Documents of the D&O PersonsCompany or any of its Subsidiaries, each any and all indemnification agreements of whom is an intended third party beneficiary or entered into by the Company or any of this Section 6.15its Subsidiaries, or applicable Legal Requirements (whether at law or in equity). (d) If In the event that Parent, the Surviving Corporation or any of the Group Companies their respective Subsidiaries (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) or any of their respective successors or assigns (iassigns) consolidates shall consolidate or merge with or merges with or into any other Person and is shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Personmerger, then, then in each case, to the extent necessary to protect the rights of the Indemnified Parties and other Persons who are beneficiaries under the D&O Policy or the “tail” policy referred to in Section 4.14(b) and any of such casePerson’s heirs, executors, administrators or representatives, proper provision shall be made so that the continuing or surviving corporation or entity (or its successors and assigns of the applicable Group Company assumes or assigns, if applicable) shall assume the obligations set forth in this Section 6.154.14.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective TimeDate, TopCo shall the Continuing Bank shall, to the fullest extent permitted by Applicable Law, indemnify, defend and hold harmless harmless, and provide advancement of expenses to, each current person who is now, or former has been at any time prior to the date hereof or who becomes prior to the Effective Date, an officer, director or officer employee of Mountain FHLB Seattle (each, together with such person’s heirs, executors or administrators, a the “D&O PersonsIndemnified Parties”) against any Losses suffered all losses, claims, damages, costs, expenses, liabilities or incurred judgments or amounts that are paid in settlement of or in connection withwith any claim, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such person is or otherwise related was a director, officer or employee of FHLB Seattle, and pertaining to any actual matter existing or alleged Proceeding occurring, or any other matters existing acts or occurring omissions occurring, at or prior to the Merger Effective TimeDate, whether asserted or claimed prior to, or at or after after, the Merger Effective TimeDate (including matters, including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby) (i“Indemnified Liabilities”) the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any D&O Persons, in each case, to the fullest same extent that Mountain such persons are indemnified or any have the right to advancement of its Affiliates would have been permitted under Mountain’s Governing Documents as of the date hereof and applicable Law to indemnify such D&O Persons, and TopCo shall also advance expenses to such D&O Persons as incurred to the fullest extent permitted to do so under Mountain’s Governing Documents in effect as of the date of this Agreement by FHLB Seattle pursuant to FHLB Seattle’s Organization Certificate, Bylaws and applicable Lawindemnification agreements, if any, in existence on the date hereof with any directors, officers and employees of FHLB Seattle. Without limiting the foregoing, TopCo from and after the Effective Date, the Continuing Bank hereby agrees to assume and perform such indemnification agreements in the same manner and to the same extent that all rights FHLB Seattle would be required to exculpation, perform if the Merger had not taken place on the terms set forth in such indemnification and advancement of expenses existing agreements (as such agreements may be amended from time to time by the agreement of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing and shall continue in full force and effect. parties thereto). (b) For a period of six years after the Closing Effective Date, TopCo the Continuing Bank shall cause the Surviving Company to maintain be maintained in effect the exculpationcurrent policies of directors’ and officers’ liability, indemnification employment practices liability, fiduciary liability and advancement bankers professional liability insurance maintained by FHLB Seattle (provided that the Continuing Bank may substitute therefor policies with a substantially comparable insurer of expenses provisions at least the same coverage and amounts containing terms and conditions which are no less advantageous to the insured) with respect to claims arising from facts or events which occurred at or before the Effective Date; provided, however, that the Continuing Bank shall not be obligated to make annual premium payments for such insurance to the extent such premiums exceed 300% of Mountain’s Governing Documents as in effect the premiums paid as of the date hereof or by FHLB Seattle for such insurance (“FHLB Seattle’s Current Premium”), and if such premiums for such insurance would at any time exceed 300% of FHLB Seattle’s Current Premium, then the Continuing Bank shall cause to be maintained policies of insurance which, in any indemnification agreement between Mountain and any D&O Person as in effect as the Continuing Bank’s good faith determination, provide the maximum coverage available at an annual premium equal to 300% of FHLB Seattle’s Current Premium. In lieu of the date hereofforegoing, and TopCo shall cause the Surviving Company to not amendFHLB Seattle may, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15. (b) Prior subject to the Merger prior consent of FHLB Des Moines, which consent shall not be unreasonably withheld, obtain on or prior to the Effective Time, Mountain shall and, if Mountain is unable to, TopCo shall (or shall cause the Surviving Company to) purchase a Date six-year “tail” or “runoffextended discovery period” policies under FHLB Seattle’s existing insurance policies described in the preceding sentence, which policies shall provide equivalent coverage to that described in the preceding sentence (except that such policies shall be for the sole benefit of the FHLB Seattle directors’ , officers and officers’ liability insurance policy (the “D&O Tail”other individual insureds named therein) in respect of acts or omissions occurring at or prior if and to the Closing covering each D&O Person on terms with respect to termsextent that the same may be obtained for an amount that does not exceed 300% of FHLB Seattle’s Current Premium, conditions, coverage, deductibles, limits of liability and amounts that are no less favorable to in such person than those of such policy in effect on case the date of this Agreement for the six year period following the Closing. TopCo Continuing Bank shall cause the Surviving Company to maintain the D&O Tail such “tail” or “extended discovery period” policies in full force and effect for its full term in accordance with this Section 6.15(b)and to honor the obligations of FHLB Seattle and the Continuing Bank thereunder. (c) The rights of each D&O Person hereunder shall be in addition to, and not in limitation of, any other rights such Person may have under If the Governing Documents of Mountain or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) under this Section 6.15 shall not be terminated or modified in such a manner as to adversely affect any D&O Person without the consent of such D&O Person. The provisions of this Section 6.15 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15. (d) If any of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) Continuing Bank or any of their respective its successors or assigns (i) consolidates with or merges with or into any other Person and is shall not be the continuing or surviving Continuing Bank or entity of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of the applicable Group Company assumes Continuing Bank, as the case may be, shall assume the obligations set forth in this Section 6.155.9. (d) The provisions of this Section 5.9 (i) are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his or her heirs and 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.

Indemnification; Directors’ and Officers’ Insurance. (a) From Surviving Corporation shall, and after the Merger Effective Time, TopCo Parent shall indemnify, defend and hold harmless each current or former director or officer of Mountain (each, together with such person’s heirs, executors or administrators, a “D&O Persons”) against any Losses suffered or incurred in connection with, arising out of or otherwise related to any actual or alleged Proceeding or any other matters existing or occurring at or prior to the Merger Effective Time, whether asserted or claimed prior cause Surviving Corporation to, at or after the Merger Effective Time, including maintain in connection with effect (i) the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any D&O Persons, in each case, to the fullest extent that Mountain or any of its Affiliates would have been permitted under Mountain’s Governing Documents as of the date hereof and applicable Law to indemnify such D&O Persons, and TopCo shall also advance expenses to such D&O Persons as incurred to the fullest extent permitted to do so under Mountain’s Governing Documents in effect as of the date of this Agreement and applicable Law. Without limiting the foregoing, TopCo agrees that all rights to exculpation, indemnification and advancement of expenses existing as of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing and shall continue in full force and effect. For for a period of six years after the Closing DateEffective Time, TopCo shall cause the Surviving Company to maintain current provisions regarding indemnification of current or former officers or directors (each an "Indemnified Party") contained in effect the exculpation, indemnification and advancement of expenses provisions of Mountain’s Governing Organizational Documents as in effect as of the date hereof or Company and its Subsidiaries and in any indemnification agreement agreements between Mountain an Indemnified Party and the Company or any D&O Person as of its Subsidiaries, provided that in effect as of the date hereofevent any claim or claims are asserted or made within such six year period, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending claim or asserted or any claim made within such period claims shall continue until the final disposition of any and all such Proceeding claims, and (ii) for a period of six years, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company (provided that Parent or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honorCorporation may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are, in accordance with their respective termsthe aggregate, each of the covenants contained in this Section 6.15. (b) Prior no less advantageous to the Merger Effective Time, Mountain insured and provided that such substitution shall and, if Mountain is unable to, TopCo shall (not result in any gaps or shall cause the Surviving Company to) purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) lapses in coverage with respect of acts or omissions to matters occurring at or prior to the Closing covering each D&O Person on terms Effective Time) with respect to termsclaims arising from facts or events that occurred at or before the Effective Time; provided, conditionsthat if such insurance cannot be so maintained or obtained at a premium not greater than 150% of the premium for the Company's current directors' and officers' liability insurance, coverage, deductibles, limits of liability and amounts that are no less favorable to such person than those Parent may maintain or obtain as much of such policy insurance as can be maintained or obtained at a cost equal to 150% of the current annual premiums of the Company for such insurance. Without limitation of the foregoing, in effect on the date of this Agreement for event any such Indemnified Party is or becomes involved in any action, proceeding or investigation in connection with any matter occurring prior to or at the six year period following Effective Time, including (without limitation) the Closing. TopCo shall cause transactions contemplated hereby, the Surviving Company Corporation will pay as incurred the reasonable fees and expenses of counsel selected by the Indemnified Party and reasonably acceptable to maintain the D&O Tail Surviving Corporation (including the cost of any investigation and preparation and the cost of any appeal) incurred in full force connection therewith. In the event a claim is asserted against an Indemnified Party more than six years after the Effective Date, and effect for its full term if such claim is not barred by the applicable statute of limitations, the Surviving Corporation shall defend, indemnify and hold harmless the Indemnified Party in accordance with this Section 6.15(b). (c) The rights of each D&O Person hereunder shall be in addition to, and not in limitation of, any other rights such Person may have under the Governing Documents of Mountain or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwiseforegoing. The obligations of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) under this Section 6.15 shall not be terminated or modified in such a manner as to adversely affect any D&O Person without the consent of such D&O Person. The provisions of this Section 6.15 This covenant shall survive the Closing closing of the transactions contemplated hereby and expressly are is intended to benefitbe for the benefit of, and are shall be enforceable by, each of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15. (d) If any of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo Indemnified Parties and the Surviving Company) or any of their respective successors or assigns (i) consolidates with or merges with or into any other Person heirs and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, proper provision shall be made so that the successors and assigns of the applicable Group Company assumes the obligations set forth in this Section 6.15legal representatives.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective Time, TopCo each of MB and the Surviving Corporation shall indemnify, defend indemnify and hold harmless each current present and former director, officer or former director or officer employee of Mountain TCG and its Subsidiaries (eachin each case, together with when acting in such person’s heirscapacity) (collectively, executors or administratorsthe "TCG Indemnified Parties"), and any person who becomes a “D&O Persons”) TCG Indemnified Party between the date hereof and the Effective Time, against any Losses suffered costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, damages or liabilities incurred in connection withwith any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising before or after the Effective Time, arising out of the fact that such person is or otherwise related to any actual was a director, officer or alleged Proceeding employee of TCG or any other of its Subsidiaries and pertaining to matters existing or occurring at or prior to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, including in connection with (i) the Transactions, and (ii) actions to enforce transactions contemplated by this provision or any other indemnification or advancement right of any D&O Persons, in each case, Agreement to the fullest same extent that Mountain or any of its Affiliates would have been permitted under Mountain’s Governing Documents as of the date hereof and applicable Law to indemnify such D&O Persons, and TopCo shall also advance expenses to such D&O Persons as incurred to the fullest extent permitted to do so under Mountain’s Governing Documents in effect persons are indemnified as of the date of this Agreement and applicable Law. Without limiting by TCG pursuant to the foregoingTCG Certificate, TopCo agrees that all rights to exculpationthe TCG Bylaws, indemnification and advancement the organization or governing documents of expenses existing as any Subsidiary of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents TCG or any indemnification other agreement with Mountain shall survive the Closing and shall continue in full force and effect. For a period of six years after the Closing Date, TopCo shall cause the Surviving Company to maintain in effect the exculpation, indemnification and advancement of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15. (b) Prior to the Merger Effective Time, Mountain shall and, if Mountain is unable to, TopCo shall (or shall cause the Surviving Company to) purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring at or prior to the Closing covering each D&O Person on terms with respect to terms, conditions, coverage, deductibles, limits of liability and amounts that are no less favorable to such person than those of such policy in effect on the date of this Agreement; and MB and the Surviving Corporation shall also advance expenses as incurred by such TCG Indemnified Party to the same extent as such persons are entitled to advancement of expenses as of the date of this Agreement by TCG pursuant to the TCG Certificate, TCG's Bylaws, the organization or governing documents of any Subsidiary of TCG or any other agreement in effect on the date of this Agreement; provided, that the TCG Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such TCG Indemnified Party is not entitled to indemnification. (b) For a period of six (6) years after the Effective Time, the Surviving Corporation shall cause to be maintained in effect the current policies of directors' and officers' liability insurance maintained by TCG (provided, that the Surviving Corporation 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 advantageous to the insured) with respect to claims arising from facts or events which occurred at or before the Effective Time; provided, however, that the Surviving Corporation shall not be obligated to expend, on an annual basis, an amount in excess of 250% of the current annual premium paid as of the date hereof by TCG for such insurance (the "Premium Cap"), and if such premiums for such insurance would at any time exceed the Premium Cap, then the Surviving Corporation shall cause to be maintained policies of insurance which, in the Surviving Corporation's good faith determination, provide the maximum coverage available at an annual premium equal to the Premium Cap for a period of six year period (6) years following the ClosingEffective Time. TopCo shall cause In lieu of the Surviving Company foregoing, MB, or TCG with the consent of MB, may obtain at or prior to maintain the D&O Tail Effective Time a six-year "tail" prepaid policy under TCG's existing directors and officers insurance policy providing single limit (not annual) coverage equivalent to the aggregate coverage described in full force the preceding sentence if and effect to the extent that the same may be obtained for its full term an amount that does not exceed in accordance with this Section 6.15(b)the aggregate 400% (or such higher percentage approved by MB in writing) of the current annual premium paid as of the date hereof by TCG for such insurance. (c) The rights of each D&O Person hereunder shall be in addition to, and not in limitation of, any other rights such Person may have under the Governing Documents of Mountain or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) under this Section 6.15 shall not be terminated or modified in such a manner as to adversely affect any D&O Person without the consent of such D&O Person. The provisions of this Section 6.15 6.7 shall survive the Closing Effective Time and expressly are intended to benefitbe for the benefit of, and are shall be enforceable by, each of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15. (d) TCG Indemnified Party and his or her heirs and representatives. If any of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) Corporation or any of their respective its successors or assigns (i) consolidates will consolidate with or merges with or merge into any other Person entity and is not be the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys merger, transfer all or substantially all of its properties and assets or deposits to any Personother entity or engage in any similar transaction, then, then in each such case, the Surviving Corporation will cause proper provision shall to be made so that the successors and assigns of the applicable Group Company assumes Surviving Corporation will expressly assume the obligations set forth in this Section 6.156.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective Time, TopCo each of Purchaser and the Surviving Company shall indemnify, defend indemnify and hold harmless harmless, to the fullest extent permitted under applicable law (and shall also advance expenses as incurred to the fullest extent permitted under applicable law provided the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification), each current or present and former director or director, officer and employee of Mountain Company and its Subsidiaries (eachin each case, together with when acting in such person’s heirscapacity) (collectively, executors or administrators, a the “D&O PersonsIndemnified Parties”) against any Losses suffered costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related pertaining to any actual or alleged Proceeding or any other matters existing or occurring at or prior to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, including in connection with the transactions contemplated by this Agreement; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Indemnified Party is not entitled to indemnification. (ib) the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any D&O Persons, in each case, Subject to the fullest extent following sentence, for a period of six years following the Effective Time, Purchaser will provide director’s and officer’s liability insurance that Mountain serves to reimburse the present and former officers and directors of Company or any of its Affiliates would have been permitted under Mountain’s Governing Documents Subsidiaries (determined as of the Effective Time) (providing only for the Side A coverage for Indemnified Parties where the existing policies also include Side B coverage for Company) with respect to claims against such directors and officers arising from facts or events occurring before the Effective Time (including the transactions contemplated by this Agreement), which insurance will contain at least the same coverage and amounts, and contain terms and conditions no less advantageous to the Indemnified Party as that coverage currently provided by Company; provided that in no event shall Purchaser be required to expend, on an annual basis, an amount in excess of 300% of the annual premiums paid as of the date hereof and applicable Law by Company for any such insurance (the “Premium Cap”); provided, further, that if any such annual expense at any time would exceed the Premium Cap, then Purchaser will cause to indemnify such D&O Persons, and TopCo shall also advance expenses to such D&O Persons as incurred be maintained policies of insurance which provide the maximum coverage available at an annual premium equal to the fullest extent permitted Premium Cap. At the option of Company, prior to do so under Mountain’s Governing Documents the Effective Time and in effect as lieu of the date of this Agreement and applicable Law. Without limiting the foregoing, TopCo agrees that all rights to exculpation, indemnification and advancement of expenses existing as of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing and shall continue in full force and effect. For a period of six years after the Closing Date, TopCo shall cause the Surviving Company to maintain in effect the exculpation, indemnification and advancement of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15. (b) Prior to the Merger Effective Time, Mountain shall and, if Mountain is unable to, TopCo shall (or shall cause the Surviving Company to) may purchase a “tail” or “runoff” tail policy for directors’ and officers’ liability insurance on the terms described in the prior sentence (including subject to the Premium Cap) and fully pay for such policy (the “D&O Tail”) in respect of acts or omissions occurring at or prior to the Closing covering each D&O Person on terms with respect to terms, conditions, coverage, deductibles, limits of liability and amounts that are no less favorable to such person than those of such policy in effect on the date of this Agreement for the six year period following the Closing. TopCo shall cause the Surviving Company to maintain the D&O Tail in full force and effect for its full term in accordance with this Section 6.15(b)Effective Time. (c) The rights Any Indemnified Party wishing to claim indemnification under Section 6.6(a), upon learning of each D&O Person hereunder shall be in addition toany claim, and action, suit, proceeding or investigation described above, will promptly notify Purchaser; provided that failure to so notify will not in limitation of, any other rights such Person may have under affect the Governing Documents of Mountain or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of Purchaser under Section 6.6(a) unless and to the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo extent that Purchaser is actually and the Surviving Company) under this Section 6.15 shall not be terminated or modified in such materially prejudiced as a manner as to adversely affect any D&O Person without the consent of such D&O Person. The provisions of this Section 6.15 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15consequence. (d) If any of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) Purchaser or any of their respective its successors or assigns (i) consolidates with or merges with or into any other Person entity and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Personother entity, then, then and in each such case, Purchaser will cause proper provision shall to be made so that the successors and assigns of the applicable Group Company assumes Purchaser will assume the obligations set forth in this Section 6.156.6.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective Time, TopCo Parent shall cause the Surviving Corporation to indemnify, defend and hold harmless each current or former director or officer (and make advances as incurred to) all past and present officers and directors of Mountain (each, together with such person’s heirs, executors or administrators, a “D&O Persons”) against any Losses suffered or incurred in connection with, arising out the Company and of or otherwise related to any actual or alleged Proceeding or any other matters existing or occurring at or prior its Subsidiaries to the Merger Effective Time, whether asserted or claimed prior to, at or after same extent and in the Merger Effective Time, including in connection with (i) the Transactions, same manner such persons are entitled to indemnification and (ii) actions to enforce this provision or any other indemnification or advancement right of any D&O Persons, in each case, to the fullest extent that Mountain or any of its Affiliates would have been permitted under Mountain’s Governing Documents as of the date hereof and applicable Law to indemnify such D&O Persons, and TopCo shall also advance expenses to such D&O Persons as incurred to the fullest extent permitted to do so under Mountain’s Governing Documents in effect as of the date of this Agreement and applicable Law. Without limiting by the foregoing, TopCo agrees that all rights to exculpation, indemnification and advancement of expenses existing as of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing and shall continue in full force and effect. For a period of six years after the Closing Date, TopCo shall cause the Surviving Company to maintain in effect the exculpation, indemnification and advancement of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15. (b) Prior pursuant to the Merger Effective TimeDGCL, Mountain shall and, if Mountain is unable to, TopCo shall (the Company Charter or shall cause the Surviving Company to) purchase a “tail” or “runoff” directors’ Company's Amended and officers’ liability insurance policy (the “D&O Tail”) in respect of Restated Bylaws for acts or omissions occurring at or prior to the Closing covering each D&O Person on terms with respect to termsEffective Time. (b) From and after the Effective Time, conditions, coverage, deductibles, limits of liability and amounts that are no less favorable to such person than those of such policy in effect on the date of this Agreement for the six year period following the Closing. TopCo Parent shall cause the Surviving Corporation to perform, as of the consummation of the Offer, all of the obligations set forth in Article VIII of the Company Charter, Article VI of the Amended and Restated Bylaws of the Company and the indemnification agreements set forth in Section 6.10(b) of the Company Letter. In addition, Parent shall cause the Surviving Corporation to maintain pay all amounts that become due and payable under the D&O Tail in full force Company Charter, the Amended and effect for its full term in accordance with this Section 6.15(b)Restated Bylaws and such indemnification agreements. (c) The rights Parent shall cause the Surviving Corporation to provide, for a period of each D&O Person hereunder shall be in addition to, and not in limitation of, any other rights such Person may have under less than six years from the Governing Documents of Mountain or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of the Group Companies (which includes at or immediately following the Merger Effective Time, to or for those persons covered at the avoidance of doubtdate hereof or at the Effective Time by the Company's directors and officers' insurance and indemnification policy (the "D&O Insurance"), TopCo and insurance that is substantially similar to the Company's existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Company) under this Section 6.15 Corporation shall not be terminated or modified required to pay an annual premium for the D&O Insurance in excess of 200% of the last annual premiums paid prior to the date hereof (which premiums are set forth in Section 6.10(c) of the Company Letter), but in such a manner case shall purchase as to adversely affect any D&O Person without the consent of much coverage as possible for such D&O Person. amount. (d) The provisions of this Section 6.15 shall survive the Closing and expressly 6.10 are intended to benefitbe for the benefit of, and are enforceable may be enforced by, each of the D&O Persons, each of whom is an intended third party beneficiary of person entitled to indemnification pursuant to this Section 6.156.10. (d) If any of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) or any of their respective successors or assigns (i) consolidates with or merges with or into any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, proper provision shall be made so that the successors and assigns of the applicable Group Company assumes the obligations set forth in this Section 6.15.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective Time, TopCo Parent shall indemnify, defend indemnify and hold harmless harmless, as required pursuant to any applicable Organizational Documents of the Company and its Subsidiaries and indemnity agreements of the Company existing on the date hereof and disclosed to Parent (and Parent also shall advance reasonable and documented attorneys’ fees and expenses as incurred as required pursuant to such existing indemnity agreements of the Company, provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), each current or present and former director or and officer of Mountain the Company and its Subsidiaries (eachcollectively, together with such person’s heirs, executors or administrators, a the “D&O PersonsIndemnified Parties”) against any Losses suffered costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, settlements, damages or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related pertaining to any actual or alleged Proceeding or any other matters existing or occurring at or prior to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, including in connection with (i) the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any D&O Persons, in each case, to the fullest extent that Mountain or any of its Affiliates would have been permitted under Mountain’s Governing Documents as of the date hereof and applicable Law to indemnify such D&O Persons, and TopCo shall also advance expenses to such D&O Persons as incurred to the fullest extent permitted to do so under Mountain’s Governing Documents in effect as of the date of this Agreement and applicable Law. Without limiting the foregoing, TopCo agrees that all rights to exculpation, indemnification and advancement of expenses existing as of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing and shall continue in full force and effect. For a period of six years after the Closing Date, TopCo shall cause the Surviving Company to maintain in effect the exculpation, indemnification and advancement of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15transactions contemplated hereby. (b) Prior to For six (6) years from the Merger Effective Time, Mountain shall and, if Mountain is unable to, TopCo shall (or Parent shall cause the Final Surviving Entity to maintain in effect for the benefit of the Company’s directors and officers an insurance and indemnification policy that provides coverage for acts or omissions occurring on or prior to the Effective Time (the “D&O Insurance”) covering each such person currently covered by the officers’ and directors’ liability insurance policies of the Company to) purchase a “tail” or “runoff” on terms with respect to coverage and in amounts no less favorable than those of the Company’s directors’ and officers’ liability insurance policy (in effect on the “date of this Agreement; provided, however, that the Final Surviving Entity shall not be required to pay an annual premium for the D&O Tail”) Insurance in respect excess of acts or omissions occurring at or prior to 300% of the Closing covering each D&O Person on terms with respect to termsannual premium currently paid by the Company for such coverage; and provided, conditionsfurther, coverage, deductibles, limits of liability and amounts that are no less favorable to if any annual premium for such person than those insurance coverage exceeds 200% of such annual premium, Parent shall obtain a policy the Surviving Corporation believes has the greatest coverage available for a cost not exceeding such amount. Parent may satisfy its obligations under this Section 7.12(b) by purchasing a “tail” policy for the Company’s existing directors’ and officers’ insurance policy, which (i) has an effective term of six (6) years from the Effective Time, (ii) covers each person currently covered by the Company’s directors’ and officers’ insurance policy in effect on the date of this Agreement for actions and omissions occurring on or prior to the six year period following Effective Time, and (iii) contains terms with respect to coverage that are no less favorable than those of the Closing. TopCo Company’s directors’ and officers’ insurance policy in effect on the date of this Agreement; provided, however, that Parent shall cause not be required to pay a premium for such “tail” policy in excess of 300% of the Surviving annual premium currently paid by the Company to maintain for such coverage; and provided, further, that if the D&O Tail in full force and effect premium for its full term in accordance with this Section 6.15(b)such insurance coverage exceeds 300% of such annual premium, Parent shall obtain a policy it believes has the greatest coverage available for a cost not exceeding such amount. (c) The by-laws of the Initial Surviving Corporation and limited liability company agreement of the Final Surviving Entity shall include provisions for exculpation of director and officer liability and indemnification on the same basis as set forth in the Company’s by-laws in effect on the date hereof. For six (6) years after the Effective Time, Parent shall cause the Final Surviving Entity to maintain in effect the provisions in its limited liability company agreement providing for indemnification of Indemnified Parties, with respect to facts and circumstances occurring at or prior to the Effective Time, to the fullest extent permitted from time to time under the DGCL and DLLCA, which provisions shall not be amended except as required by applicable Law or except to make changes permitted by applicable Law that would increase the scope of the Indemnified Parties’ indemnification rights thereunder. (d) The rights of each D&O Person hereunder Indemnified Party under this Section 7.12 shall be in addition to, and not in limitation of, to any other rights right such Person may might have under the Governing Organizational Documents of Mountain the Company or any other Group Company, of its Subsidiaries or under applicable Law (including the DGCL) or under any other indemnification agreement of any Indemnified Party with the Company or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) under this Section 6.15 shall not be terminated or modified in such a manner as to adversely affect any D&O Person without the consent of such D&O Personits Subsidiaries. The provisions of this Section 6.15 shall survive the Closing and expressly 7.12 are intended to benefitbe for the benefit of, and are shall be enforceable by, each of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15Indemnified Parties and their respective heirs and representatives. (de) If any of In the Group Companies (which includes at event Parent or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Final Surviving Company) Entity or any of their respective successors or assigns (i) consolidates with or merges with or into any other Person and is shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Parent or the applicable Group Company assumes Final Surviving Entity, as the case may be, shall expressly assume and succeed to the obligations set forth in this Section 6.157.12.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective Time, TopCo the Surviving Corporation shall indemnify, defend indemnify and hold harmless harmless, to the fullest extent permitted by applicable law, each current present and former director, officer or former director employee of Susquehanna and its Subsidiaries or officer fiduciaries of Mountain Susquehanna or any of its Subsidiaries under Susquehanna Benefit Plans (eachin each case, together with when acting in such person’s heirscapacity) (collectively, executors or administrators, a the “D&O PersonsSusquehanna Indemnified Parties”) against any Losses suffered costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, damages or liabilities incurred in connection withwith any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising before or after the Effective Time, arising in whole or in part out of, or pertaining to, (i) the fact that such person is or was a director, officer, employee or fiduciary of or otherwise related to any actual or alleged Proceeding Susquehanna or any other of its Subsidiaries or (ii) matters existing or occurring at or prior to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, including matters, acts or omissions occurring in connection with (i) the Transactions, approval of this Agreement and (ii) actions to enforce this provision or any other indemnification or advancement right of any D&O Persons, in each case, to the fullest extent that Mountain or any of its Affiliates would have been permitted under Mountain’s Governing Documents as consummation of the date hereof transactions contemplated hereby; and applicable Law to indemnify such D&O Persons, Parent and TopCo the Surviving Corporation shall also advance expenses to such D&O Persons as incurred by such Susquehanna Indemnified Party to the fullest extent permitted by applicable law; provided that the Susquehanna Indemnified Party to do so under Mountain’s Governing Documents whom expenses are advanced provides an undertaking (in effect as of the date of this Agreement a reasonable and applicable Law. Without limiting the foregoing, TopCo agrees customary form) to repay such advances if it is ultimately determined that all rights such Susquehanna Indemnified Party is not entitled to exculpation, indemnification and advancement of expenses existing as of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing and shall continue in full force and effect. For a period of six years after the Closing Date, TopCo shall cause the Surviving Company to maintain in effect the exculpation, indemnification and advancement of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15indemnification. (b) Prior Subject to the Merger following sentence, for a period of six (6) years after the Effective Time, Mountain shall and, if Mountain is unable to, TopCo shall (or the Surviving Corporation shall cause to be maintained in effect the Surviving Company to) purchase a “tail” or “runoff” current policies of directors’ and officers’ liability insurance policy maintained by Susquehanna (provided, that the Surviving Corporation 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 advantageous to the insured) with respect to claims against the present and former officers and directors of Susquehanna or any of its Subsidiaries arising from facts or events which occurred at or before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that the Surviving Corporation shall not be obligated to expend, on an annual basis, an amount in excess of 250% of the aggregate annual premium paid as of the date hereof by Susquehanna for such insurance (the “D&O TailPremium Cap”), and if such premiums for such insurance would at any time exceed the Premium Cap, then the Surviving Corporation 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, Susquehanna, in consultation with, but only upon the consent of Parent, may (and at the request of Parent, Susquehanna shall use its reasonable best efforts to) in respect of acts or omissions occurring obtain at or prior to the Closing covering each D&O Person on terms with respect Effective Time a six-year “tail” policy under Susquehanna’s existing directors and officers insurance policy providing equivalent coverage to termsthat described in the preceding sentence if and to the extent that the same may be obtained for an amount that, conditionsin the aggregate, coverage, deductibles, limits of liability and amounts that are no less favorable to such person than those of such policy in effect on does not exceed the date of this Agreement for the six year period following the Closing. TopCo shall cause the Surviving Company to maintain the D&O Tail in full force and effect for its full term in accordance with this Section 6.15(b)Premium Cap. (c) The rights of each D&O Person hereunder shall be in addition to, and not in limitation of, any other rights such Person may have under the Governing Documents of Mountain or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) under this Section 6.15 shall not be terminated or modified in such a manner as to adversely affect any D&O Person without the consent of such D&O Person. The provisions of this Section 6.15 6.7 shall survive the Closing Effective Time and expressly are intended to benefitbe for the benefit of, and are shall be enforceable by, each of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15. (d) Susquehanna Indemnified Party and his or her heirs and representatives. If any of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) Corporation or any of their respective its successors or assigns (i) assigns, consolidates with or merges with or into any other Person entity and is not the continuing or surviving entity of such consolidation or merger or (ii) merger, transfers or conveys all or substantially all of its properties and assets or deposits to any Personother entity or engages in any similar transaction, then, then in each such case, the Surviving Corporation will cause proper provision shall to be made so that the successors and assigns of the applicable Group Company assumes Surviving Corporation will expressly assume the obligations set forth in this Section 6.156.7. For the avoidance of doubt, to the extent required by any agreement previously entered into by Susquehanna in connection with a merger, acquisition or other business combination, the provisions of this Section 6.7 shall apply to directors, officers, employees and fiduciaries of predecessor entities previously acquired by Susquehanna or any of its Subsidiaries. (d) The obligations of the Surviving Corporation, Parent and Susquehanna under this Section 6.7 shall not be terminated or modified in a manner so as to adversely affect any Susquehanna Indemnified Party or any other person entitled to the benefit of this Section 6.7 without the prior written consent of the affected Susquehanna Indemnified Party.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective Time, TopCo the Surviving Corporation shall indemnify, defend and hold harmless harmless, to the extent permitted under applicable Law (and shall also advance expenses as incurred to the extent permitted under applicable Law and the certificate of incorporation and bylaws of the Surviving Corporation), each current or present and former director or and officer of Mountain the Company or its Subsidiaries (eachin each case, together with to the extent acting in such person’s heirscapacity), executors or administratorsdetermined as of the Effective Time (collectively, a the “D&O PersonsIndemnified Parties”) against any Losses suffered costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, actual or threatened, arising out of facts or otherwise related to any actual or alleged Proceeding or any other matters existing or occurring at or prior to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, including in connection with the transactions contemplated by this Agreement; provided, that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Indemnified Party is not entitled to indemnification by the Surviving Corporation. (ib) The Surviving Corporation shall provide the Transactions, directors and officers liability insurance (iithe “D&O Insurance”) actions to enforce this provision or any other indemnification or advancement right of any D&O Persons, in each case, to the fullest extent that Mountain or any of its Affiliates would have been permitted under Mountain’s Governing Documents as of the date hereof and applicable Law to indemnify such D&O Persons, and TopCo shall also advance expenses to such D&O Persons as incurred to the fullest extent permitted to do so under Mountain’s Governing Documents in effect as of the date of this Agreement and applicable Law. Without limiting the foregoing, TopCo agrees that all rights to exculpation, indemnification and advancement of expenses existing as of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing and shall continue in full force and effect. For Indemnified Parties for a period of six years from and after the Closing Date, TopCo shall cause the Surviving Company to maintain in effect the exculpation, indemnification and advancement Effective Time with $3,000,000 of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereundercoverage; provided, however, that all rights in no event shall the Surviving Corporation be required to exculpationexpend for such D&O Insurance a premium amount in excess of 200% of the annual premium paid by the Company for such insurance during its last renewal (“Initial Premium”); provided, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until further, that if the disposition premium amount of such Proceeding or resolution insurance coverage would exceed 200% of such claim. From and after the ClosingInitial Premium amount, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance Corporation shall obtain a policy or policies of D&O Insurance for such Persons with their respective terms, each the greatest coverage available for a cost not exceeding 200% of the covenants contained in this Section 6.15. (b) Prior to the Merger Effective Time, Mountain shall and, if Mountain is unable to, TopCo shall (or shall cause the Surviving Company to) purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring at or prior to the Closing covering each D&O Person on terms with respect to terms, conditions, coverage, deductibles, limits of liability and amounts that are no less favorable to such person than those of such policy in effect on the date of this Agreement for the six year period following the Closing. TopCo shall cause the Surviving Company to maintain the D&O Tail in full force and effect for its full term in accordance with this Section 6.15(b)Initial Premium amount. (c) The rights Any Indemnified Party wishing to claim indemnification under Section 6.04(a), upon learning of each D&O Person hereunder shall be in addition toany claim, and action, suit, proceeding or investigation described above, will promptly notify the Surviving Corporation; provided, that failure to so notify will not in limitation of, any other rights such Person may have under affect the Governing Documents of Mountain or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of Acquirer under Section 6.04(a) unless and to the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and extent that the Surviving CompanyCorporation is actually and materially prejudiced as a consequence. (d) under this Section 6.15 shall not be terminated or modified in such a manner as to adversely affect any D&O Person without the consent of such D&O Person. The provisions of this Section 6.15 shall survive the Closing and expressly 6.04 are intended to benefitbe for the benefit of, and are shall be enforceable by, each of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15Indemnified Party. (d) If any of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) or any of their respective successors or assigns (i) consolidates with or merges with or into any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, proper provision shall be made so that the successors and assigns of the applicable Group Company assumes the obligations set forth in this Section 6.15.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective Time, TopCo each of Purchaser and the Surviving Company shall indemnify, defend indemnify and hold harmless harmless, to the fullest extent permitted under applicable law (and shall also advance expenses as incurred to the fullest extent permitted under applicable law provided the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification), each current or present and former director or director, officer and employee of Mountain Company and its Subsidiaries (eachin each case, together with when acting in such person’s heirscapacity) (collectively, executors or administrators, a the “D&O PersonsIndemnified Parties”) against any Losses suffered costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related pertaining to any actual or alleged Proceeding or any other matters existing or occurring at or prior to the Merger Effective Time, whether asserted or claimed prior to, at or after the Merger Effective Time, including in connection with the transactions contemplated by this Agreement and the Option Agreement; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Indemnified Party is not entitled to indemnification. (ib) the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any D&O Persons, in each case, Subject to the fullest extent following sentence, for a period of six years following the Effective Time, Purchaser will provide director’s and officer’s liability insurance that Mountain serves to reimburse the present and former officers and directors of Company or any of its Affiliates would have been permitted under Mountain’s Governing Documents Subsidiaries (determined as of the Effective Time) (providing only for the Side A coverage for Indemnified Parties where the existing policies also include Side B coverage for Company) with respect to claims against such directors and officers arising from facts or events occurring before the Effective Time (including the transactions contemplated by this Agreement), which insurance will contain at least the same coverage and amounts, and contain terms and conditions no less advantageous to the Indemnified Party as that coverage currently provided by Company; provided that in no event shall Purchaser be required to expend, on an annual basis, an amount in excess of 350% of the annual premiums paid as of the date hereof and applicable Law by the Company for any such insurance (the “Premium Cap”); provided, further, that if any such annual expense at any time would exceed the Premium Cap, then Purchaser will cause to indemnify such D&O Persons, and TopCo shall also advance expenses to such D&O Persons as incurred be maintained policies of insurance which provide the maximum coverage available at an annual premium equal to the fullest extent permitted Premium Cap. At the option of Company, prior to do so under Mountain’s Governing Documents the Effective Time and in effect as lieu of the date of this Agreement and applicable Law. Without limiting the foregoing, TopCo agrees that all rights to exculpation, indemnification and advancement of expenses existing as of the date hereof in favor of each D&O Person, as provided in Mountain’s Governing Documents or any indemnification agreement with Mountain shall survive the Closing and shall continue in full force and effect. For a period of six years after the Closing Date, TopCo shall cause the Surviving Company to maintain in effect the exculpation, indemnification and advancement of expenses provisions of Mountain’s Governing Documents as in effect as of the date hereof or in any indemnification agreement between Mountain and any D&O Person as in effect as of the date hereof, and TopCo shall cause the Surviving Company to not amend, repeal, or otherwise modify any such provision in any manner that would adversely affect the rights of any D&O Person thereunder; provided, that all rights to exculpation, indemnification or advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. From and after the Closing, TopCo shall cause all of its Subsidiaries and the Surviving Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15. (b) Prior to the Merger Effective Time, Mountain shall and, if Mountain is unable to, TopCo shall (or shall cause the Surviving Company to) may purchase a “tail” or “runoff” tail policy for directors’ and officers’ liability insurance on the terms described in the prior sentence (including subject to the Premium Cap) and fully pay for such policy (the “D&O Tail”) in respect of acts or omissions occurring at or prior to the Closing covering each D&O Person on terms with respect to terms, conditions, coverage, deductibles, limits of liability and amounts that are no less favorable to such person than those of such policy in effect on the date of this Agreement for the six year period following the Closing. TopCo shall cause the Surviving Company to maintain the D&O Tail in full force and effect for its full term in accordance with this Section 6.15(b)Effective Time. (c) The rights Any Indemnified Party wishing to claim indemnification under Section 6.6(a), upon learning of each D&O Person hereunder shall be in addition toany claim, and action, suit, proceeding or investigation described above, will promptly notify Purchaser; provided that failure to so notify will not in limitation of, any other rights such Person may have under affect the Governing Documents of Mountain or any other Group Company, any other indemnification agreement or arrangement with any of the foregoing to which they are a party, applicable Law or otherwise. The obligations of Purchaser under Section 6.6(a) unless and to the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo extent that Purchaser is actually and the Surviving Company) under this Section 6.15 shall not be terminated or modified in such materially prejudiced as a manner as to adversely affect any D&O Person without the consent of such D&O Person. The provisions of this Section 6.15 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Persons, each of whom is an intended third party beneficiary of this Section 6.15consequence. (d) If any of the Group Companies (which includes at or immediately following the Merger Effective Time, for the avoidance of doubt, TopCo and the Surviving Company) Purchaser or any of their respective its successors or assigns (i) consolidates with or merges with or into any other Person entity and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Personother entity, then, then and in each such case, Purchaser will cause proper provision shall to be made so that the successors and assigns of the applicable Group Company assumes Purchaser will assume the obligations set forth in this Section 6.156.6.