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

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time through the sixth anniversary of the Effective Date, Queens agrees to indemnify and hold harmless each director and officer of Haven or any of its Subsidiaries as of the date of this Agreement (each, an "Indemnified Party"), against any costs or expenses (including reasonable attorneys' fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement, including the entering into the Option Agreement), whether asserted or claimed prior to, at or after the Effective Time, and to advance any such Costs to each Indemnified Party as they are from time to time incurred, in each case to the fullest extent such Indemnified Party would have been indemnified as a director, officer or employee of Haven or any of its Subsidiaries under the DGCL. (b) Any Indemnified Party wishing to claim indemnification under Section 4.14(a), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Queens thereof, but the failure to so notify shall not relieve Queens of any liability it may have hereunder to such Indemnified Party if such failure does not materially prejudice the indemnifying party. In the event of any such claim, action, suit, proceeding or investigation, (i) Queens shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, and Queens shall not be liable to such Indemnified Party for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if Queens does not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Queens shall remain responsible for the reasonable fees and expenses of such counsel as set forth above, to be paid promptly as statements therefor are received; provided, however, that Queens shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction with respect to any given claim, action, suit, proceeding or investigation unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; (ii) the Indemnified Party will reasonably cooperate in the defense of any such matter; and (iii) Queens shall not be liable for any settlement effected by an Indemnified Party without its prior written consent, which consent may not be withheld or delayed unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Party. (c) Queens shall pay all reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 to the fullest extent permitted under applicable law. The rights of each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party may have under applicable law. (d) For a period of six years after the Effective Time, Queens shall cause to be maintained in effect for the former directors and officers of Haven coverage under Queens' policy of directors and officers liability insurance no less advantageous to the beneficiaries thereof than the current policies of directors' and officers' liability insurance maintained by Haven; provided, however, that in no event shall Queens be obligated to expend, in order to maintain or provide insurance coverage pursuant to this Subsection 4.14(d), any premium per annum in excess of 200% of the amount of the annual premiums paid as of the date hereof by Haven for such insurance ("Maximum Agreement"); provided, further, that if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage of directors' and officers' insurance obtainable for an annual premium equal to the Maximum Amount; and provided, further, that officers and directors of Haven may be required to make application and provide customary representations and warranties to Queens' insurance carrier for the purpose of obtaining such insurance.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time through Time, in the sixth anniversary event of the Effective Date, Queens agrees to indemnify and hold harmless each director and officer of Haven any threatened or any of its Subsidiaries as of the date of this Agreement (each, an "Indemnified Party"), against any costs or expenses (including reasonable attorneys' fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any actual claim, action, suit, proceeding or investigation, whether civil, criminalcriminal or administrative, administrative in which any person who is now, or investigativehas been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of Seasons or any of its Subsidiaries (the “Indemnified Parties”) is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director or officer of matters existing Seasons, any of its Subsidiaries or occurring at any of their respective predecessors or was prior to the Effective Time serving at the request of any such party as a director, officer, employee, fiduciary or agent of another corporation, partnership, trust or other enterprise (including a list of which with respect to the directors and officers of Seasons or any of its Subsidiaries as of the date of this Agreement is set forth in Section 7.8(a) of the Seasons Disclosure Schedule) or (ii) this Agreement, or any of the transactions contemplated hereby and all actions taken by this Agreement, including the entering into the Option Agreement)an Indemnified Party in connection herewith, whether in any case asserted or claimed prior to, at arising before or after the Effective Time, NBC shall indemnify and hold harmless, as and to the fullest extent provided in the articles of incorporation and bylaws of Seasons as in effect on the date of this Agreement, each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and expenses in advance of the final disposition of any such Costs claim, suit, proceeding or investigation to each Indemnified Party as they are from time to time incurred, in each case to the fullest extent permitted by law upon receipt of an undertaking, to the extent required by the GBCC, from such Indemnified Party would have been indemnified as to repay such advanced expenses if it is determined by a directorfinal and nonappealable judgment of a court of competent jurisdiction that such Indemnified Party was not entitled to indemnification hereunder), officer judgments, fines and amounts paid in settlement in connection with any such threatened or employee of Haven actual claim, action, suit, proceeding or any of its Subsidiaries under the DGCL. (b) investigation. Any Indemnified Party wishing to claim indemnification under this Section 4.14(a)7.8, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Queens NBC thereof, but provided that the failure to so notify shall not relieve Queens affect the obligations of any liability it may have hereunder NBC under this Section 7.8 except (and only) to such Indemnified Party if the extent such failure does not to notify materially prejudice the indemnifying partyprejudices NBC. In the event of any such threatened or actual claim, action, suit, proceeding or investigationinvestigation (whether asserted or arising before or after the Effective Time), the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with NBC; provided, however, that (iA) Queens NBC shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, and Queens upon such assumption NBC shall not be liable to such any Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by such any Indemnified Party in connection with the defense thereof, except that if Queens does (x) NBC elects not elect to assume such defense within a reasonable time or (y) counsel for the Indemnified Party at any time Parties reasonably advises that there are issues which raise conflicts of interest between Queens NBC and the Indemnified PartyParties, then the Indemnified Party Parties may retain counsel reasonably satisfactory to such Indemnified Partythem after consultation with NBC, and Queens NBC shall remain responsible for pay the reasonable fees and expenses of such counsel as set forth abovefor the Indemnified Parties, to be paid promptly as statements therefor are received; provided, however, that Queens (B) NBC shall in all cases be obligated pursuant to this paragraph (b) to pay for only one firm of counsel (in addition to local counsel) for any action or group of related actions for all Indemnified Parties in any one jurisdiction with respect to any given claimParties, action, suit, proceeding or investigation unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; (iiC) the Indemnified Party will reasonably cooperate in the defense of any such matter; and (iii) Queens NBC shall not be liable for any settlement effected by an Indemnified Party without its prior written consentconsent (which consent shall not be unreasonably withheld) and (D) NBC shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law or regulation. (b) Nothing contained in Section 7.8(a) or any other provision of this Agreement shall limit any right to indemnification which any current or former director, officer, employee or agent of Seasons may have under applicable law or regulation or the Seasons’ Articles of Incorporation, Bylaws or the equivalent documents of any Subsidiary of Seasons, as applicable, in each case as in effect on the date hereof, which consent may not be withheld NBC agrees to honor in accordance with their terms. Without limiting the foregoing, NBC also agrees that the limitations on liability existing in favor of the Indemnified Parties in Seasons’ Articles of Incorporation or delayed unless such settlement is unreasonable the equivalent documents of any Seasons Subsidiary as in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Partyeffect on the date hereof with respect to matters occurring prior to the Effective Time shall survive the Merger and shall continue in full force and effect from and after the Effective Time. (c) Queens NBC shall pay all use its reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party in successfully enforcing best efforts to cause the indemnity persons serving as officers and other obligations provided for in this Section 4.14 directors of Seasons immediately prior to the fullest extent permitted under applicable law. The rights of each Indemnified Party hereunder shall Effective Time to be in addition to any other rights such Indemnified Party may have under applicable law. (d) For covered for a period of six two years after from the Effective Time, Queens shall cause Closing Date by the directors’ and officers’ liability insurance policy or policies maintained by NBC (provided that NBC’s policy or policies provide at least the same coverage and amounts containing terms and conditions which are in the aggregate not materially less advantageous to be maintained in effect for the former such directors and officers of Haven coverage under Queens' Seasons than the terms and conditions of the existing directors’ and officers’ liability insurance policy of directors Seasons, and officers liability insurance no less advantageous to the beneficiaries thereof than the current policies of directors' and officers' liability insurance maintained by Haven; provided, however, provided further that in no event shall Queens will NBC be obligated required to expend, expend in order to maintain or provide insurance coverage pursuant to this Subsection 4.14(d), any premium per annum one year an amount in excess of 200% of the amount of the annual premiums currently paid as by Seasons for the insurance covering the officers and directors of Seasons (the date hereof by Haven for such insurance ("Maximum Agreement"“Insurance Amount”); , and provided, further, that if the amount of the annual premiums necessary NBC is unable to maintain or procure such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage insurance called for by this Section 7.8(c) as a result of directors' and officers' the preceding proviso, NBC shall use its reasonable best efforts to obtain as much comparable insurance obtainable as available for an annual premium equal the Insurance Amount) with respect to acts or omissions occurring prior to the Maximum Amount; and provided, further, that Effective Time which were committed by such officers and directors in their capacity as such. (d) The provisions of Haven may this Section 7.8 are intended to be required to make application and provide customary representations and warranties to Queens' insurance carrier for the purpose benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives. (e) If NBC or any of obtaining its successors or assigns shall consolidate with or merge into any other entity and shall not be the continuing or surviving entity of such insuranceconsolidation or merger shall transfer all or substantially all of its assets to any other entity, then and in each case, proper provision shall be made so that the successors and assigns of NBC shall assume the obligations set forth in this Section 7.8.

Indemnification; Directors’ and Officers’ Insurance. (a) From Without limiting or being limited by the provisions of Section 7.7(b) and after to the extent permitted by applicable Law, during the period commencing as of the Merger Effective Time through and ending on the sixth (6th) anniversary of the Merger Effective DateTime, Queens agrees to indemnify STAR shall (and shall cause the Surviving Entity to): (i) indemnify, defend and hold harmless each director Indemnified Party against and officer of Haven or any of its Subsidiaries as of the date of this Agreement (each, an "Indemnified Party"), against from any costs or expenses (including reasonable attorneys' fees and expenses’ fees), judgments, fines, losses, claims, damages or damages, liabilities (collectively, "Costs") incurred and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising Action to the extent such Action arises out of matters existing or occurring at pertains to (x) any action or prior to omission or alleged action or omission in such Indemnified Party’s capacity as a manager, director, officer, partner, member, trustee, employee or agent of STAR III or any of the Effective Time STAR III Subsidiaries, or (including y) this Agreement or any of the transactions contemplated by this Agreement, including the entering into Merger; and (ii) pay in advance of the Option Agreement), whether asserted or claimed prior to, at or after the Effective Time, and to advance final disposition of any such Costs to each Action the expenses (including reasonable attorneys’ fees and any expenses incurred by any Indemnified Party as they are from time in connection with enforcing any rights with respect to time incurredindemnification) of any Indemnified Party without the requirement of any bond or other security, in each case to the fullest extent permitted by Law, but subject to STAR’s or the Surviving Entity’s receipt of an undertaking by or on behalf of such Indemnified Party would have been indemnified as a director, officer or employee of Haven or any of its Subsidiaries under the DGCL. (b) Any to repay such amount if it shall ultimately be determined that such Indemnified Party wishing is not entitled to claim indemnification under Section 4.14(a)be indemnified. Notwithstanding anything to the contrary set forth in this Agreement, upon learning STAR or the Surviving Entity, as applicable, (i) shall not settle or compromise or consent to the entry of any such judgment or otherwise seek termination with respect to any claim, action, suit, suit or proceeding against or investigation, shall promptly notify Queens thereof, but the failure to so notify shall not relieve Queens investigation of any liability it Indemnified Party for which indemnification may have hereunder to be sought under this Section 7.7(a) without the Indemnified Party’s 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 if such failure does not materially prejudice the indemnifying party. In the event from all liability arising out of any such claim, action, suit, proceeding or investigation, (i) Queens shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, and Queens shall not be liable to such Indemnified Party for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if Queens does not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Queens shall remain responsible for the reasonable fees and expenses of such counsel as set forth above, to be paid promptly as statements therefor are received; provided, however, that Queens shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction with respect to any given claim, action, suit, proceeding or investigation unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; (ii) the Indemnified Party will reasonably cooperate in the defense of any such matter; and (iii) Queens shall not be liable for any settlement effected by an Indemnified Party without its prior written consent, consent (which consent may shall not be withheld unreasonably withheld, delayed or delayed conditioned) and (iii) shall not have any obligation hereunder to any Indemnified Party to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable Law, in which case the Indemnified Party shall promptly refund to STAR or the Surviving Entity the amount of all such expenses theretofore advanced pursuant hereto. (b) Without limiting the foregoing, and to the extent permitted by applicable Law, each of STAR and the Surviving Entity agree that, during the period commencing as of the Merger Effective Time and ending on the sixth (6th) anniversary of the Merger Effective Time, all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Merger Effective Time, and advancement of expenses, now existing in favor of the current or former managers, directors, officers, partners, members, trustees, employees, agents, fiduciaries or other individuals of STAR III or any of the STAR III Subsidiaries (each an “Indemnified Party” and collectively, the “Indemnified Parties”) as provided in (i) the STAR III Charter, the STAR III Bylaws or, if applicable, similar organizational documents or agreements of any STAR III Subsidiary (the “STAR III Organizational Documents”) and (ii) indemnification agreements of STAR III shall survive the Merger and shall continue in full force and effect in accordance with their terms. For a period of six (6) years following the Merger Effective Time, the organizational documents of the STAR and Surviving Entity and the organizational documents of any applicable STAR Subsidiary or STAR III Subsidiary shall contain provisions no less favorable with respect to indemnification and limitations on liability of directors and officers than are set forth in the STAR Governing Documents or, if applicable, similar organizational documents or agreements of any STAR Subsidiary. The STAR Governing Documents provisions shall not be amended, repealed or otherwise modified for a period of six (6) years following the Merger Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Merger Effective Time, were Indemnified Parties, unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Partymodification shall be required by applicable Law and then only to the minimum extent required by applicable Law. (c) Queens To the extent that any Indemnified Party shall reasonably believe that representation by counsel designated by STAR or the Surviving Entity in connection with any action, suit, proceeding, investigation or inquiry results in a conflict of interest, such Indemnified Party shall have the right to employ such person’s own separate counsel, at STAR’s or the Surviving Entity’s expense; provided, however, that such separate counsel shall, to the extent consistent with its professional responsibilities, cooperate with STAR or the Surviving Entity and any counsel designated by STAR or the Surviving Entity. (d) STAR shall obtain an extended reporting period coverage under STAR’s directors’ and officers’ liability insurance policies or the substantial equivalent of such coverage (to be effective as of the Merger Effective Time) with a policy period of six (6) years after the Merger Effective Time, on prepaid and non-cancellable terms, for a cost not in excess of three times the current annual premiums for such insurance. STAR III and the Surviving Entity shall not take any action to terminate or modify the terms of the extended reporting period coverage. (e) If STAR or the Surviving Entity or any of their respective successors or assigns (i) consolidates with or merges with or into any other Person and shall not be the continuing or surviving corporation, partnership or other entity of such consolidation or merger or (ii) liquidates, dissolves or winds-up, or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of STAR or the Surviving Entity, as applicable, assume the obligations set forth in this Section 7.7. (f) STAR shall cause the Surviving Entity to pay all reasonable Costsexpenses, including reasonable attorneys' ’ fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 7.7. (g) The provisions of this Section 7.7 are intended to be for the fullest extent permitted under applicable law. The rights of express benefit of, and shall be enforceable by, each Indemnified Party hereunder (who are intended third party beneficiaries of this Section 7.7), his or her heirs and his or her personal representatives, shall be binding on all successors and assigns of STAR, STAR III and the Surviving Entity and shall not be amended in addition a manner that is adverse to the Indemnified Party (including his or her successors, assigns and heirs) without the prior written consent of the Indemnified Party (including such successors, assigns and heirs) affected thereby. The exculpation and indemnification provided for by this Section 7.7 shall not be deemed to be exclusive of any other rights such to which an Indemnified Party may have under applicable law. (d) For a period of six years after the Effective Timeis entitled, Queens shall cause to be maintained in effect for the former directors and officers of Haven coverage under Queens' policy of directors and officers liability insurance no less advantageous to the beneficiaries thereof than the current policies of directors' and officers' liability insurance maintained by Haven; provided, however, that in no event shall Queens be obligated to expend, in order to maintain or provide insurance coverage whether pursuant to this Subsection 4.14(d)applicable Law, any premium per annum in excess of 200% of the amount of the annual premiums paid as of the date hereof by Haven for such insurance ("Maximum Agreement"); provided, further, that if the amount of the annual premiums necessary to maintain Contract or procure such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage of directors' and officers' insurance obtainable for an annual premium equal to the Maximum Amount; and provided, further, that officers and directors of Haven may be required to make application and provide customary representations and warranties to Queens' insurance carrier for the purpose of obtaining such insuranceotherwise.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time through Time, each of Sterling and the sixth anniversary of the Effective Date, Queens agrees to Surviving Corporation shall indemnify and hold harmless each director present and former director, officer or employee of Haven or any of Xxxxxx Valley and its Subsidiaries as of (in each case, when acting in such capacity) (collectively, the date of this Agreement (each, an "“Xxxxxx Valley Indemnified Party"), Parties”) against any costs or expenses (including reasonable attorneys' fees and expenses’ fees), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") 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 out of the fact that such person is or was a director, officer or employee of Xxxxxx Valley or any of its Subsidiaries and pertaining to matters existing or occurring at or prior to the Effective Time (Time, including the transactions contemplated by this AgreementAgreement to the same extent as such persons are indemnified as of the date of this Agreement by Xxxxxx Valley pursuant to the Xxxxxx Valley Certificate, including Xxxxxx Valley Bylaws, the entering into governing or organizational documents of any Subsidiary of Xxxxxx Valley and any indemnification agreements in existence as of the Option Agreement), whether asserted or claimed prior to, at or after date hereof; and Sterling and the Effective Time, and to Surviving Corporation shall also advance any expenses as incurred by such Costs to each Xxxxxx Valley Indemnified Party as they are from time to time incurred, in each case to the fullest same extent as such persons are entitled to advancement of expenses as of the date of this Agreement by Xxxxxx Valley pursuant to the Xxxxxx Valley Certificate, Xxxxxx Valley’s Bylaws, the governing or organizational documents of any Subsidiary of Xxxxxx Valley and any indemnification agreements in existence as of the date hereof; provided, that, if required, the Xxxxxx Valley Indemnified Party would have been indemnified as a director, officer or employee of Haven or any of its Subsidiaries under the DGCLto whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Xxxxxx Valley Indemnified Party is not entitled to indemnification. (b) Any Indemnified Party wishing to claim indemnification under Section 4.14(a), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Queens thereof, but the failure to so notify shall not relieve Queens of any liability it may have hereunder to such Indemnified Party if such failure does not materially prejudice the indemnifying party. In the event of any such claim, action, suit, proceeding or investigation, (i) Queens shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, and Queens shall not be liable to such Indemnified Party for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if Queens does not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Queens shall remain responsible for the reasonable fees and expenses of such counsel as set forth above, to be paid promptly as statements therefor are received; provided, however, that Queens shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction with respect to any given claim, action, suit, proceeding or investigation unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; (ii) the Indemnified Party will reasonably cooperate in the defense of any such matter; and (iii) Queens shall not be liable for any settlement effected by an Indemnified Party without its prior written consent, which consent may not be withheld or delayed unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Party. (c) Queens shall pay all reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 to the fullest extent permitted under applicable law. The rights of each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party may have under applicable law. (d) For a period of six (6) years after the Effective Time, Queens the Surviving Corporation shall cause to be maintained in effect for the former directors current policies of directors’ and officers of Haven coverage under Queens' policy of directors and officers officers’ liability insurance maintained by Xxxxxx Valley (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 beneficiaries thereof than insured) with respect to claims arising from facts or events which occurred at or before the current policies of directors' and officers' liability insurance maintained by HavenEffective Time; provided, however, that in no event the Surviving Corporation shall Queens not be obligated to expend, in order to maintain or provide insurance coverage pursuant to this Subsection 4.14(d)on an annual basis, any premium per annum an amount in excess of 200300% of the amount of the current annual premiums premium paid as of the date hereof by Haven Xxxxxx Valley for such insurance ("Maximum Agreement"the “Premium Cap”); provided, further, that and if the amount of the annual such premiums necessary to maintain or procure 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 exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage of directors' and officers' insurance obtainable for available at an annual premium equal to the Maximum Amount; Premium Cap. In lieu of the foregoing, Xxxxxx Valley, in consultation with, but only upon the consent of Sterling, may (and providedat the request of Sterling, further, Xxxxxx Valley shall use its reasonable best efforts to) obtain at or prior to the Effective Time a six-year “tail” policy under Xxxxxx Valley’s existing directors and officers insurance policy providing equivalent coverage to that officers described in the preceding sentence if and directors of Haven to the extent that the same may be required obtained for an amount that, in the aggregate, does not exceed the Premium Cap. (c) The provisions of this Section 6.7 shall survive the Effective Time and are intended to make application and provide customary representations and warranties to Queens' insurance carrier be for the purpose benefit of, and shall be enforceable by, each Xxxxxx Valley Indemnified Party and his or her heirs and representatives. If the Surviving Corporation or any of obtaining its successors or assigns will consolidate with or merge into any other entity and not be the continuing or surviving entity of such insuranceconsolidation or merger, transfer all or substantially all of its assets or deposits to any other entity or engage in any similar transaction, then in each case, the Surviving Corporation will cause proper provision to be made so that the successors and assigns of the Surviving Corporation will expressly assume the obligations set forth in this Section 6.7.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time through the sixth anniversary of the Effective DateTime, Queens Parent agrees to indemnify that it will indemnify, defend and hold harmless each present and former director and officer of Haven or any of its Subsidiaries the Company (when acting in such capacity) determined as of the date of this Agreement Effective Time (each, the "Indemnified Parties" and each an "Indemnified Party"), against any costs or expenses (including but not limited to reasonable attorneys' fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement, including the entering into the Option Agreement)Time, whether asserted or claimed prior to, at or after the Effective Time, and to advance any such Costs to each Indemnified Party as they are from time to time incurred, in each case to the fullest extent that the Company would have been permitted under the DGCL and the Company's certificate of incorporation, bylaws and other agreements in effect on the date hereof to indemnify such Indemnified Party would have been (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable law provided the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such expenses can not be reimbursed or indemnified as a director, officer or employee of Haven or any of its Subsidiaries under applicable law to the DGCLextent such undertaking is required by applicable law). (b) Any Indemnified Party wishing to claim indemnification under paragraph (a) of this Section 4.14(a)6.14, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Queens Parent thereof, but the failure to so notify shall not relieve Queens of any liability it may have hereunder to such Indemnified Party if such failure does not materially prejudice the indemnifying party. In the event of any such claim, action, suit, proceeding or investigationinvestigation (whether arising before or after the Effective Time), (i) Queens Parent or the Surviving Corporation shall have the right to assume the defense thereof with legal counsel reasonably acceptable to the such Indemnified Party, Party and Queens Parent 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 Queens does not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Queens shall remain responsible for the reasonable fees and expenses of such counsel as set forth above, to be paid promptly as statements therefor are received; provided, however, that Queens shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction with respect to any given claim, action, suit, proceeding or investigation unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; thereof (ii) the Indemnified Party will reasonably cooperate in the defense of any such matter; matter and (iii) Queens Parent shall not be liable for any settlement effected by an Indemnified Party without its prior written consent, consent (which consent may will not be unreasonably withheld or delayed unless such settlement is unreasonable in light of such claimsdelayed); and provided, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Party. (c) Queens shall pay all reasonable Costs, including attorneys' feesfurther, that may be incurred by Parent shall not have any obligation hereunder to any Indemnified Party in successfully enforcing if and when a court of competent jurisdiction shall ultimately determine, and such determination shall have become final, that the indemnity and other obligations provided for in this Section 4.14 to the fullest extent permitted under applicable law. The rights indemnification of each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party may have under in the manner contemplated hereby is prohibited by applicable law. (dc) For a period of six years after the Effective Time, Queens shall Parent will cause the Surviving Corporation to use its reasonable best efforts to cause to be maintained in effect for the former directors and officers of Haven coverage under Queens' policy of directors and officers liability insurance no less advantageous to the beneficiaries thereof than the current policies of directors' and officers' liability insurance maintained covering those persons who are covered by Haventhe Company's directors' and officers' liability insurance policy as of the date hereof on terms comparable to those applicable to the current directors and officers of the Company for a period of six (6) years; provided, however, that in no event shall Queens will the Surviving Corporation be obligated required to expend, in order to maintain or provide insurance coverage pursuant to this Subsection 4.14(d), any premium per annum expend in excess of 200% of the amount one hundred seventy-five percent (175%) of the annual premiums premium currently paid as of by the date hereof by Haven Company for such insurance coverage ("Maximum Agreement"); provided, further, that if and to the amount extent the annual premium would exceed one hundred seventy-five percent (175%) of the annual premiums necessary premium currently paid by the Company for such coverage, the Surviving Corporation shall use its reasonable best efforts to maintain or procure cause to be maintained the maximum amount of coverage as is available for such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage one hundred seventy-five percent (175%) of directors' and officers' insurance obtainable for an such annual premium equal premium). (d) The provisions of this Section 6.14 are intended to the Maximum Amount; and provided, further, that officers and directors of Haven may be required to make application and provide customary representations and warranties to Queens' insurance carrier for the purpose benefit of, and shall be enforceable by, each of obtaining such insurancethe Indemnified Parties and their heirs and estates. Nothing in this Section 6.14 shall limit in any way any other rights to indemnification that any current or former director or officer of the Company may have by virtue of the certificate of incorporation or bylaws of the Company, by contract or otherwise.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time through Time, in the sixth anniversary event of the Effective Date, Queens agrees to indemnify and hold harmless each director and officer of Haven any threatened or any of its Subsidiaries as of the date of this Agreement (each, an "Indemnified Party"), against any costs or expenses (including reasonable attorneys' fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any actual claim, action, suit, proceeding or investigation, whether civil, criminalcriminal or administrative, administrative in which any person who is now, or investigativehas been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of Seasons or any of its Subsidiaries (the “Indemnified Parties”) is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he is or was a director or officer of matters existing Seasons, any of its Subsidiaries or occurring at any of their respective predecessors or was prior to the Effective Time serving at the request of any such party as a director, officer, employee, fiduciary or agent of another corporation, partnership, trust or other enterprise (including a list of which with respect to the directors and officers of Seasons or any of its Subsidiaries as of the date of this Agreement is set forth in Section 6.6(a) of the Seasons Disclosure Schedule) or (ii) this Agreement, or any of the transactions contemplated hereby and all actions taken by this Agreement, including the entering into the Option Agreement)an Indemnified Party in connection herewith, whether in any case asserted or claimed prior to, at arising before or after the Effective Time, Parent shall indemnify and hold harmless, as and to the fullest extent provided in the articles of incorporation and bylaws of Seasons as in effect on the date of this Agreement, each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and expenses in advance of the final disposition of any such Costs claim, suit, proceeding or investigation to each Indemnified Party as they are from time to time incurred, in each case to the fullest extent permitted by law upon receipt of an undertaking, to the extent required by the GBCC, from such Indemnified Party would have been indemnified as to repay such advanced expenses if it is determined by a directorfinal and nonappealable judgment of a court of competent jurisdiction that such Indemnified Party was not entitled to indemnification hereunder), officer judgments, fines and amounts paid in settlement in connection with any such threatened or employee of Haven actual claim, action, suit, proceeding or any of its Subsidiaries under the DGCL. (b) investigation. Any Indemnified Party wishing to claim indemnification under this Section 4.14(a)6.6, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Queens Parent thereof, but provided that the failure to so notify shall not relieve Queens affect the obligations of any liability it may have hereunder Parent under this Section 6.6 except (and only) to such Indemnified Party if the extent such failure does not to notify materially prejudice the indemnifying partyprejudices Parent. In the event of any such threatened or actual claim, action, suit, proceeding or investigationinvestigation (whether asserted or arising before or after the Effective Time), the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with Parent; provided, however, that (iA) Queens Parent shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, and Queens upon such assumption Parent shall not be liable to such any Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by such any Indemnified Party in connection with the defense thereof, except that if Queens does (x) Parent elects not elect to assume such defense within a reasonable time or (y) counsel for the Indemnified Party at any time Parties reasonably advises that there are issues which raise conflicts of interest between Queens Parent and the Indemnified PartyParties, then the Indemnified Party Parties may retain counsel reasonably satisfactory to such Indemnified Partythem after consultation with Parent, and Queens Parent shall remain responsible for pay the reasonable fees and expenses of such counsel as set forth abovefor the Indemnified Parties, to be paid promptly as statements therefor are received; provided, however, that Queens (B) Parent shall in all cases be obligated pursuant to this paragraph (b) to pay for only one firm of counsel (in addition to local counsel) for any action or group of related actions for all Indemnified Parties in any one jurisdiction with respect to any given claimParties, action, suit, proceeding or investigation unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; (iiC) the Indemnified Party will reasonably cooperate in the defense of any such matter; and (iii) Queens Parent shall not be liable for any settlement effected by an Indemnified Party without its prior written consentconsent (which consent shall not be unreasonably withheld) and (D) Parent shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law or regulation. (b) Nothing contained in Section 6.6(a) or any other provision of this Agreement shall limit any right to indemnification which any current or former director, officer, employee or agent of Seasons may have under applicable law or regulation or the Seasons’ Articles of Incorporation, Bylaws or the equivalent documents of any Subsidiary of Seasons, as applicable, in each case as in effect on the date hereof, which consent may not be withheld Parent agrees to honor in accordance with their terms. Without limiting the foregoing, Parent also agrees that the limitations on liability existing in favor of the Indemnified Parties in Seasons’ Articles of Incorporation or delayed unless such settlement is unreasonable the equivalent documents of any Seasons Subsidiary as in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Partyeffect on the date hereof with respect to matters occurring prior to the Effective Time shall survive the Merger and shall continue in full force and effect from and after the Effective Time. (c) Queens Parent shall pay all use its reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party in successfully enforcing best efforts to cause the indemnity persons serving as officers and other obligations provided for in this Section 4.14 directors of Seasons immediately prior to the fullest extent permitted under applicable law. The rights of each Indemnified Party hereunder shall Effective Time to be in addition to any other rights such Indemnified Party may have under applicable law. (d) For covered for a period of six two years after from the Effective Time, Queens shall cause Closing Date by the directors’ and officers’ liability insurance policy or policies maintained by Parent (provided that Parent’s policy or policies provide at least the same coverage and amounts containing terms and conditions which are in the aggregate not materially less advantageous to be maintained in effect for the former such directors and officers of Haven coverage under Queens' Seasons than the terms and conditions of the existing directors’ and officers’ liability insurance policy of directors Seasons, and officers liability insurance no less advantageous to the beneficiaries thereof than the current policies of directors' and officers' liability insurance maintained by Haven; provided, however, provided further that in no event shall Queens will Parent be obligated required to expend, expend in order to maintain or provide insurance coverage pursuant to this Subsection 4.14(d), any premium per annum one year an amount in excess of 200% of the amount of the annual premiums currently paid as by Seasons for the insurance covering the officers and directors of Seasons (the date hereof by Haven for such insurance ("Maximum Agreement"“Insurance Amount”); , and provided, further, that if the amount of the annual premiums necessary Parent is unable to maintain or procure such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage insurance called for by this Section 6.6(c) as a result of directors' and officers' the preceding proviso, Parent shall use its reasonable best efforts to obtain as much comparable insurance obtainable as available for an annual premium equal the Insurance Amount) with respect to acts or omissions occurring prior to the Maximum Amount; and provided, further, that Effective Time which were committed by such officers and directors in their capacity as such. (d) The provisions of Haven may this Section 6.6 are intended to be required to make application and provide customary representations and warranties to Queens' insurance carrier for the purpose benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives. (e) If Parent or any of obtaining its successors or assigns shall consolidate with or merge into any other entity and shall not be the continuing or surviving entity of such insuranceconsolidation or merger or shall transfer all or substantially all of its assets to any other entity, then and in each case, proper provision shall be made so that the successors and assigns of Parent shall assume the obligations set forth in this Section 6.6.

Indemnification; Directors’ and Officers’ Insurance. (a) From The certificate of incorporation and after the Effective Time through the sixth anniversary bylaws of the Effective DateSurviving Corporation shall contain provisions with respect to indemnification, Queens agrees advancement of expenses and director exculpation substantially similar to indemnify those set forth in the Company’s certificate of incorporation and hold harmless each director and officer of Haven or any of its Subsidiaries bylaws as of in effect at the date of this Agreement (each, an "Indemnified Party"to the extent consistent with applicable Law), against which provisions shall not be amended, repealed or otherwise modified in any costs manner 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 expenses (including reasonable attorneys' fees and expenses), judgments, fines, losses, claims, damages exculpation under the Company’s certificate of incorporation or liabilities (collectively, "Costs") incurred bylaws in connection with any claim, action, suit, proceeding respect of actions or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or omissions occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement, including the entering into the Option AgreementTransactions), whether asserted or claimed prior to, at or unless otherwise required by applicable Law. (b) From and after the Effective TimeTime and until the expiration of any applicable statutes of limitation, subject to Section 5.06(c), the Surviving Corporation shall indemnify, defend and hold harmless each Person who is or has been prior to the date of this Agreement or who becomes prior to the Effective Time an officer, director, employee or agent of the Company (collectively, the “Indemnified Parties”) against 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 are not otherwise covered by insurance and paid), in connection with any 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 actual or alleged events, actions or omissions occurring or alleged to have occurred at or prior to the Effective Time (including the Transactions), in each case, to the fullest extent permitted and provided in the Company’s certificate of incorporation and bylaws as in effect at the date of this Agreement (and shall pay expenses in advance of the final disposition of the Claim(s) that are reasonably incurred in defending any such Costs Claim to each Indemnified Party as they are from time to time incurred, in each case to the fullest extent such permitted under the DGCL as provided in the Company’s certificate of incorporation and bylaws as in effect at the date of this Agreement, upon receipt from the Indemnified Party would have been indemnified as a director, officer or employee to whom expenses are advanced of Haven or any of its Subsidiaries under the undertaking to repay such advances contemplated by the DGCL). (bc) Any Indemnified Party wishing to claim indemnification under this Section 4.14(a)5.06 after the Effective Time, upon learning of any such claim, action, suit, proceeding or investigationClaim, shall promptly notify Queens thereof, but the Surviving Corporation thereof (although the failure to so notify the Surviving Corporation shall not relieve Queens of the Surviving Corporation from any liability it that the Surviving Corporation may have hereunder under this Section 5.06, except to such Indemnified Party if the extent such failure does not materially prejudice prejudices the indemnifying partySurviving Corporation). In the event of any such claimClaim, action, suit, proceeding or investigation, (i) Queens the Surviving Corporation shall have the right to assume the defense thereof with counsel reasonably acceptable to and the Indemnified Party, and Queens 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 Queens does the Surviving Corporation elects not elect to assume such defense within a reasonable time or counsel if there is an actual or potential conflict of interest between, or different defenses exist for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens Surviving Corporation and the Indemnified Party, the Indemnified Party may retain counsel reasonably satisfactory to such Indemnified Party, him or her and Queens the Surviving Corporation shall remain responsible for the pay all reasonable fees and expenses of such counsel as set forth above, to be paid for the Indemnified Party promptly as statements therefor are receivedreceived by the Surviving Corporation; provided, however, that Queens (i) the Surviving Corporation shall not, in connection with any such Claim or separate but substantially similar Claims arising out of the same general allegations, be obligated pursuant to this paragraph (b) to pay liable for only the fees and expenses of more than one separate firm of counsel attorneys at any time for all Indemnified Parties in any one jurisdiction with respect to any given claimParties, action, suit, proceeding or investigation unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; (ii) the Surviving Corporation and the Indemnified Party Parties will reasonably cooperate in the defense of any such matter; matter and (iii) Queens the Surviving Corporation shall not be liable for any settlement effected by an Indemnified Party without its prior written consent, which consent may will not be withheld unreasonably withheld, conditioned or delayed unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Party. (c) Queens shall pay all reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 to the fullest extent permitted under applicable law. The rights of each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party may have under applicable law. (d) For a period of six years after the Effective Time, Queens shall cause to be maintained in effect for the former directors and officers of Haven coverage under Queens' policy of directors and officers liability insurance no less advantageous to the beneficiaries thereof than the current policies of directors' and officers' liability insurance maintained by Haven; provided, however, that in no event shall Queens be obligated to expend, in order to maintain or provide insurance coverage pursuant to this Subsection 4.14(d), any premium per annum in excess of 200% of the amount of the annual premiums paid as of the date hereof by Haven for such insurance ("Maximum Agreement"); provided, further, that if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage of directors' and officers' insurance obtainable for an annual premium equal to the Maximum Amountdelayed; 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) Effective upon the Effective Time, Parent shall cause to be purchased a six-year “tail” prepaid liability insurance policy in respect of acts or omissions occurring at or prior to the Effective Time, covering each Person currently covered by the Company’s directors’ and officers’ liability insurance policy on terms, including with respect to coverage and amount, no less favorable to such directors and officers than those of such policy in effect on the date of this Agreement. This Section 5.06 shall survive the consummation of the Merger and directors of Haven may is intended to be required to make application and provide customary representations and warranties to Queens' insurance carrier for the purpose benefit of, and shall be enforceable by, the Indemnified Parties referred to herein, their heirs, legal representatives, successors, assigns and personal representatives and shall be binding on the Surviving Corporation and its successors and assigns. The provisions of obtaining this Section 5.06 are in addition to, and not in substitution for, any other rights to indemnification that the Indemnified Parties, their heirs and personal representatives may have by contract or otherwise. (e) If the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such insuranceconsolidation 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 consolidation, merger, transfer or conveyance, proper provision shall be made so that the successors and assigns of the Surviving Corporation shall assume and agree to perform the obligations set forth in this Section 5.06.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after Without limiting or being limited by the provisions of Section 7.7(b), during the period commencing as of the REIT Merger Effective Time through and ending on the sixth (6th) anniversary of the REIT Merger Effective DateTime, Queens agrees to indemnify REIT II shall (and shall cause the Surviving Entity to): (i) indemnify, defend and hold harmless each director Indemnified Party against and officer of Haven or any of its Subsidiaries as of the date of this Agreement (each, an "Indemnified Party"), against from any costs or expenses (including reasonable attorneys' fees and expenses’ fees), judgments, fines, losses, claims, damages or damages, liabilities (collectively, "Costs") incurred and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising Action to the extent such Action arises out of matters existing or occurring at pertains to (x) any action or prior to omission or alleged action or omission in such Indemnified Party’s capacity as a manager, director, officer, partner, member, trustee, employee or agent of REIT I or any of the Effective Time REIT I Subsidiaries, or (including y) this Agreement or any of the transactions contemplated by this Agreement, including the entering into Mergers; and (ii) pay in advance of the Option Agreement), whether asserted or claimed prior to, at or after the Effective Time, and to advance final disposition of any such Costs to each Action the expenses (including attorneys’ fees and any expenses incurred by any Indemnified Party as they are from time in connection with enforcing any rights with respect to time incurredindemnification) of any Indemnified Party without the requirement of any bond or other security, in each case to the fullest extent permitted by Law, but subject to REIT II’s or the Surviving Entity’s receipt of an undertaking by or on behalf of such Indemnified Party would have been indemnified as a director, officer or employee of Haven or any of its Subsidiaries under the DGCL. (b) Any to repay such amount if it shall ultimately be determined that such Indemnified Party wishing is not entitled to claim indemnification under Section 4.14(a)be indemnified. Notwithstanding anything to the contrary set forth in this Agreement, upon learning REIT II or the Surviving Entity, as applicable, (i) shall not settle or compromise or consent to the entry of any such judgment or otherwise seek termination with respect to any claim, action, suit, suit or proceeding against or investigation, shall promptly notify Queens thereof, but the failure to so notify shall not relieve Queens investigation of any liability it Indemnified Party for which indemnification may have hereunder to be sought under this Section 7.7(a) without the Indemnified Party’s prior written consent unless such settlement, compromise, consent or termination includes an unconditional release of such Indemnified Party if such failure does not materially prejudice the indemnifying party. In the event from all liability arising out of any such claim, action, suit, proceeding or investigation, (i) Queens shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, and Queens shall not be liable to such Indemnified Party for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if Queens does not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Queens shall remain responsible for the reasonable fees and expenses of such counsel as set forth above, to be paid promptly as statements therefor are received; provided, however, that Queens shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction with respect to any given claim, action, suit, proceeding or investigation unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; (ii) the Indemnified Party will reasonably cooperate in the defense of any such matter; and (iii) Queens shall not be liable for any settlement effected by an without their prior written consent and (iii) shall not have any obligation hereunder to any Indemnified Party without its to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable Law, in which case the Indemnified Party shall promptly refund to REIT II or the Surviving Entity the amount of all such expenses theretofore advanced pursuant hereto. (b) Without limiting the foregoing, each of REIT II and the Surviving Entity agrees that all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior written consentto the REIT Merger Effective Time now existing in favor of the current or former managers, directors, officers, partners, members, trustees, employees, agents, fiduciaries or other individuals of REIT I or any of the REIT I Subsidiaries (the “Indemnified Parties”) as provided in (i) the REIT I Governing Documents or, if applicable, similar organizational documents or agreements of any REIT I Subsidiary (the “REIT I Organizational Documents”) and (ii) indemnification agreements of REIT I shall survive the Mergers and shall continue in full force and effect in accordance with their terms. For a period of six (6) years following the REIT Merger Effective Time, the organizational documents of the REIT II and Surviving Entity and the organizational documents of any applicable REIT II Subsidiary or REIT I Subsidiary shall contain provisions no less favorable with respect to indemnification and limitations on liability of directors and officers than are set forth in the REIT I Organizational Documents, which consent may provisions shall not be withheld amended, repealed or delayed otherwise modified for a period of six (6) years following the REIT Merger Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the REIT Merger Effective Time, were Indemnified Parties, unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Partymodification shall be required by applicable Law and then only to the minimum extent required by applicable Law. (c) Queens For a period of six (6) years after the REIT Merger Effective Time, REIT II shall cause the Surviving Entity to maintain in effect REIT I’s current directors’ and officers’ liability insurance covering each Person currently covered by REIT I’s directors’ and officers’ liability insurance policy for acts or omissions occurring prior to and through the REIT Merger Effective Time; provided, that in lieu of such obligation, (i) the Surviving Entity may substitute therefor policies of an insurance company with the same or better rating as REIT I’s current insurance carrier the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than REIT I’s existing policies as of the date hereof or (ii) in consultation with REIT II, REIT I may obtain extended reporting period coverage under REIT I’s existing insurance programs (to be effective as of the REIT Merger Effective Time) for a period of six (6) years after the REIT Merger Effective Time for a cost not in excess of three times the current annual premiums for such insurance; and provided, further, that in no event shall the Surviving Entity be required to pay annual premiums for insurance under this Section 7.7(c) in excess of 300% of the most recent annual premiums paid by REIT I for such purpose, it being understood that if the annual premiums of such insurance coverage exceed such amount, the Surviving Entity shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amount. (d) If REIT II or the Surviving Entity or any of their respective successors or assigns (i) consolidates with or merges with or into any other Person and shall not be the continuing or surviving corporation, partnership or other entity of such consolidation or merger or (ii) liquidates, dissolves or winds-up, or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, as a condition to the consummation of any such transaction the successors and assigns of REIT II or the Surviving Entity, as applicable, shall assume the obligations set forth in this Section 7.7. (e) REIT II shall cause the Surviving Entity to pay all reasonable Costsexpenses, including reasonable attorneys' ’ fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 7.7. (f) The provisions of this Section 7.7 are intended to be for the fullest extent permitted under applicable law. The rights of express benefit of, and shall be enforceable by, each Indemnified Party hereunder (each of which is an intended third party beneficiary of this Section 7.7), his or her heirs and his or her personal representatives, shall be binding on all successors and assigns of REIT I, REIT II and the Surviving Entity and shall not be amended in addition a manner that is adverse to the Indemnified Party (including his or her successors, assigns and heirs) without the prior written consent of the Indemnified Party (including such successors, assigns and heirs) affected thereby. The exculpation and indemnification provided for by this Section 7.7 shall not be deemed to be exclusive of any other rights such to which an Indemnified Party may have under applicable law. (d) For a period of six years after the Effective Timeis entitled, Queens shall cause to be maintained in effect for the former directors and officers of Haven coverage under Queens' policy of directors and officers liability insurance no less advantageous to the beneficiaries thereof than the current policies of directors' and officers' liability insurance maintained by Haven; provided, however, that in no event shall Queens be obligated to expend, in order to maintain or provide insurance coverage whether pursuant to this Subsection 4.14(d)applicable Law, any premium per annum in excess of 200% of the amount of the annual premiums paid as of the date hereof by Haven for such insurance ("Maximum Agreement"); provided, further, that if the amount of the annual premiums necessary to maintain Contract or procure such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage of directors' and officers' insurance obtainable for an annual premium equal to the Maximum Amount; and provided, further, that officers and directors of Haven may be required to make application and provide customary representations and warranties to Queens' insurance carrier for the purpose of obtaining such insuranceotherwise.

Indemnification; Directors’ and Officers’ Insurance. (a) From Without limiting or being limited by the provisions of Section 7.7(b) and after to the extent permitted by applicable Law and the REIT II Governing Documents, during the period commencing as of the REIT Merger Effective Time through and ending on the sixth anniversary of the REIT Merger Effective DateTime, Queens agrees to indemnify REIT II shall (and shall cause the Surviving Entity to): (i) indemnify, defend and hold harmless each director Indemnified Party against and officer of Haven or any of its Subsidiaries as of the date of this Agreement (each, an "Indemnified Party"), against from any costs or expenses (including reasonable attorneys' fees and expenses’ fees), judgments, fines, losses, claims, damages or damages, liabilities (collectively, "Costs") incurred and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising Action to the extent such Action arises out of matters existing or occurring at pertains to any action or prior omission or alleged action or omission in such Indemnified Party’s capacity as a manager, director, officer, partner, member or trustee of REIT III or any of the REIT III Subsidiaries, including such alleged acts or omissions with respect to the Effective Time (including this Agreement or any of the transactions contemplated by this Agreement, including the entering into Mergers; and (ii) pay in advance of the Option Agreement), whether asserted or claimed prior to, at or after the Effective Time, and to advance final disposition of any such Costs to each Action the expenses (including reasonable attorneys’ fees and any expenses incurred by any Indemnified Party as they are from time in connection with enforcing any rights with respect to time incurredindemnification) of any Indemnified Party without the requirement of any bond or other security, in each case to the fullest extent permitted by Law, but subject to REIT II’s or the Surviving Entity’s receipt of an undertaking by or on behalf of such Indemnified Party would have been indemnified as a director, officer or employee of Haven or any of its Subsidiaries under the DGCL. (b) Any to repay such amount if it shall ultimately be determined that such Indemnified Party wishing is not entitled to claim indemnification under Section 4.14(a)be indemnified. Notwithstanding anything to the contrary set forth in this Agreement, upon learning REIT II or the Surviving Entity, as applicable, (i) shall not settle or compromise or consent to the entry of any such judgment or otherwise seek termination with respect to any claim, action, suit, suit or proceeding against or investigation, shall promptly notify Queens thereof, but the failure to so notify shall not relieve Queens investigation of any liability it Indemnified Party for which indemnification may have hereunder to be sought under this Section 7.7(a) without the Indemnified Party’s 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 if such failure does not materially prejudice the indemnifying party. In the event from all liability arising out of any such claim, action, suit, proceeding or investigation, (i) Queens shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, and Queens shall not be liable to such Indemnified Party for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if Queens does not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Queens shall remain responsible for the reasonable fees and expenses of such counsel as set forth above, to be paid promptly as statements therefor are received; provided, however, that Queens shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction with respect to any given claim, action, suit, proceeding or investigation unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; (ii) the Indemnified Party will reasonably cooperate in the defense of any such matter; and (iii) Queens shall not be liable for any settlement effected by an without their prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned) and (iii) shall not have any obligation hereunder to any Indemnified Party without its to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable Law, in which case the Indemnified Party shall promptly refund to REIT II or the Surviving Entity the amount of all such expenses theretofore advanced pursuant hereto. (b) To the extent permitted by applicable Law, the Surviving Entity shall, and REIT II agrees to cause the Surviving Entity to, during the period commencing as of the REIT Merger Effective Time and ending on the sixth anniversary of the REIT Merger Effective Time, honor all rights to indemnification, advancement and exculpation from liabilities for acts or omissions occurring at or prior written consentto the REIT Merger Effective Time now existing in favor of the current or former managers, which consent may directors, officers, partners, members and trustees of REIT III or any of the REIT III Subsidiaries (the “Indemnified Parties”) as currently provided in (i) the REIT III Governing Documents and (ii) indemnification agreements between REIT III and any Indemnified Party as scheduled on Section 7.7(b) of the REIT III Disclosure Letter. For a period of six years following the REIT Merger Effective Time, the REIT II Governing Documents and the equivalent governing or organizational documents of any applicable REIT II Subsidiary or REIT III Subsidiary shall not be withheld amended, repealed or delayed otherwise modified for a period of six years following the REIT Merger Effective Time in any manner that would adversely modify these rights, unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Partymodification shall be required by applicable Law and then only to the minimum extent required by Law. (c) Queens REIT III and REIT II shall (i) ensure that the current D&O insurance policies shared by REIT III, REIT I and REIT II will continue in full force through the Mergers, including as to alleged acts or omissions occurring after the Closing; and (ii) take no action to cancel or terminate coverage under the six year D&O insurance tail policies purchased at the time of the REIT I Internalization Transaction. (d) If REIT II or the Surviving Entity or any of their respective successors or assigns (i) consolidates with or merges with or into any other Person and shall not be the continuing or surviving corporation, partnership or other entity of such consolidation or merger or (ii) liquidates, dissolves or winds-up, or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of REIT II or the Surviving Entity, as applicable, assume the obligations set forth in this Section 7.7. (e) REIT II shall cause the Surviving Entity to pay all reasonable Costsexpenses, including reasonable attorneys' ’ fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 7.7. (f) The provisions of this Section 7.7 are intended to be for the fullest extent permitted under applicable law. The rights of express benefit of, and shall be enforceable by, each Indemnified Party hereunder (who are intended third-party beneficiaries of this Section 7.7), his or her heirs and his or her personal representatives, shall be in addition to any other rights such Indemnified Party may have under applicable lawbinding on all successors and assigns of REIT III, REIT II and the Surviving Entity. (d) For a period of six years after the Effective Time, Queens shall cause to be maintained in effect for the former directors and officers of Haven coverage under Queens' policy of directors and officers liability insurance no less advantageous to the beneficiaries thereof than the current policies of directors' and officers' liability insurance maintained by Haven; provided, however, that in no event shall Queens be obligated to expend, in order to maintain or provide insurance coverage pursuant to this Subsection 4.14(d), any premium per annum in excess of 200% of the amount of the annual premiums paid as of the date hereof by Haven for such insurance ("Maximum Agreement"); provided, further, that if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage of directors' and officers' insurance obtainable for an annual premium equal to the Maximum Amount; and provided, further, that officers and directors of Haven may be required to make application and provide customary representations and warranties to Queens' insurance carrier for the purpose of obtaining such insurance.

Indemnification; Directors’ and Officers’ Insurance. (a) From Parent shall cause the Company to honor, and after shall itself honor as if it were the Effective Time through Company, in each case, to the sixth anniversary fullest extent permitted by applicable Law, all rights to indemnification or exculpation existing in favor of a director, officer, employee, agent or employee benefit plan fiduciary (an “Indemnified Party”) of the Effective Date, Queens agrees to indemnify and hold harmless each director and officer of Haven Company or any of its Subsidiaries (including rights relating to advancement of expenses and indemnification rights to which such persons are entitled because they are serving as a director, officer, agent or employee of another entity at the request of the Company or any of its Subsidiaries), as provided in the Organizational Documents of the Company, any indemnification agreement or under applicable Laws, in each case, as in effect on the date of this Agreement (each, an "Indemnified Party"), against any costs or expenses (including reasonable attorneys' fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement, including the entering into the Option Agreement), whether asserted and relating to actions or claimed prior to, at or after events through the Effective Time, and to advance any such Costs to each Indemnified Party as they are from time to time incurred, in each case to the fullest extent such Indemnified Party would have been indemnified as a director, officer or employee of Haven or any of its Subsidiaries under the DGCL. (b) Any Indemnified Party wishing to claim indemnification under Section 4.14(a), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Queens thereof, but the failure to so notify shall not relieve Queens of any liability it may have hereunder to such Indemnified Party if such failure does not materially prejudice the indemnifying party. In the event of any such claim, action, suit, proceeding or investigation, (i) Queens shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, and Queens shall not be liable to such Indemnified Party for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if Queens does not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Queens shall remain responsible for the reasonable fees and expenses of such counsel as set forth above, to be paid promptly as statements therefor are received; provided, however, that Queens shall any determination required to be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction made with respect to whether an Indemnified Party’s conduct complies with the standards set forth under the applicable Law, the Organizational Documents of the Company or any given claimSubsidiary, as applicable, or any such agreement, as the case may be, shall be made by independent legal counsel jointly selected by such Indemnified Party and Parent; and provided, further, that nothing in this Section 3.12 shall impair any rights of any Indemnified Party. Without limiting the generality of the preceding sentence, if any Indemnified Party becomes involved in any actual or threatened action, suit, claim, proceeding or investigation unless covered by this Section 3.12 after the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; (ii) the Indemnified Party will reasonably cooperate in the defense of any such matter; and (iii) Queens shall not be liable for any settlement effected by an Indemnified Party without its prior written consentEffective Time, which consent may not be withheld or delayed unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations againstParent shall, or defenses available shall cause the Company to, such Indemnified Party. (c) Queens shall pay all reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 to the fullest extent permitted under applicable law. The rights of each Indemnified Party hereunder shall be in addition by Law, promptly advance to any other rights such Indemnified Party may have under applicable lawhis or her legal or other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the providing by such Indemnified Party of an undertaking to reimburse all amounts so advanced in the event of a non-appealable determination of a court of competent jurisdiction that such Indemnified Party is not entitled thereto. (db) For The Company shall maintain its existing officers’ and directors’ liability insurance (“D&O Insurance”) for a period of six years after the Effective Time, Queens shall cause to be maintained Time so long as the annual premium therefor is not in effect for excess of 300% of the former directors and officers of Haven coverage under Queens' policy of directors and officers liability insurance no less advantageous last annual premium paid prior to the beneficiaries thereof than date hereof (the current policies of directors' and officers' liability insurance maintained by Haven“Current Premium”); provided, however, that in no event shall Queens be obligated to expendif the existing D&O Insurance expires, in order to maintain is terminated or provide insurance coverage pursuant to this Subsection 4.14(d), any cancelled during such six-year period or is at an annual premium per annum in excess of 200300% of the amount Current Premium, the Company will use its reasonable best efforts to obtain as much D&O Insurance as can be obtained for the remainder of such period for a premium not in excess of 300% (on an annualized basis) of the annual premiums paid Current Premium. (c) If Parent or the Company or any of its successors or assigns (i) shall amalgamate or consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such amalgamation, consolidation or merger or shall cease to continue to exist for any reason or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then, and in each such case, proper provisions shall be made so that the successors and assigns of Parent or the Company, as applicable, shall assume all of the date hereof by Haven obligations set forth in this Section 3.12. (d) The provisions of this Section 3.12 are intended to be for such insurance ("Maximum Agreement"); providedthe benefit of, furtherand shall be enforceable by, that if the amount each of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum AmountIndemnified Parties, Queens shall obtain the most advantageous coverage of directors' their heirs and officers' insurance obtainable for an annual premium equal to the Maximum Amount; and provided, further, that officers and directors of Haven may be required to make application and provide customary representations and warranties to Queens' insurance carrier for the purpose of obtaining such insurancetheir representatives.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time through Time, each of HRB and the sixth anniversary of the Effective Date, Queens agrees to Surviving Corporation shall indemnify and hold harmless each present and former director and officer of Haven or any of Xenith and its Subsidiaries as of (in each case, when acting in such capacity) (collectively, the date of this Agreement (each, an "“Xenith Indemnified Party"), Parties”) against any costs or expenses (including reasonable attorneys' fees and expenses’ fees), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") 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 out of the fact that such person is or was a director, officer or employee of Xenith or any of its Subsidiaries and pertaining to matters existing or occurring at or prior to the Effective Time (Time, including the transactions contemplated by this AgreementAgreement to the same extent as such persons are indemnified as of the date of this Agreement by Xenith pursuant to the Xenith Articles, including Xenith Bylaws, the entering into governing or organizational documents of any Subsidiary of Xenith and any indemnification agreements in existence as of the Option Agreement), whether asserted or claimed prior to, at or after date hereof; and HRB and the Effective Time, and to Surviving Corporation shall also advance any expenses as incurred by such Costs to each Xenith Indemnified Party as they are from time to time incurred, in each case to the fullest same extent as such persons are entitled to advancement of expenses as of the date of this Agreement by Xenith pursuant to the Xenith Articles, Xenith Bylaws, the governing or organizational documents of any Subsidiary of Xenith and any indemnification agreements in existence as of the date hereof; provided, that the Xenith Indemnified Party would have been indemnified as a director, officer or employee of Haven or any of its Subsidiaries under the DGCLto whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Xenith Indemnified Party is not entitled to indemnification. (b) Any Indemnified Party wishing to claim indemnification under Section 4.14(a), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Queens thereof, but the failure to so notify shall not relieve Queens of any liability it may have hereunder to such Indemnified Party if such failure does not materially prejudice the indemnifying party. In the event of any such claim, action, suit, proceeding or investigation, (i) Queens shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, and Queens shall not be liable to such Indemnified Party for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if Queens does not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Queens shall remain responsible for the reasonable fees and expenses of such counsel as set forth above, to be paid promptly as statements therefor are received; provided, however, that Queens shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction with respect to any given claim, action, suit, proceeding or investigation unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; (ii) the Indemnified Party will reasonably cooperate in the defense of any such matter; and (iii) Queens shall not be liable for any settlement effected by an Indemnified Party without its prior written consent, which consent may not be withheld or delayed unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Party. (c) Queens shall pay all reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 to the fullest extent permitted under applicable law. The rights of each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party may have under applicable law. (d) For a period of six (6) years after the Effective Time, Queens the Surviving Corporation shall cause to be maintained in effect for the former directors current policies of directors’ and officers of Haven coverage under Queens' policy of directors and officers officers’ liability insurance maintained by Xenith (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 beneficiaries thereof than insured) with respect to claims arising from facts or events which occurred at or before the current policies of directors' and officers' liability insurance maintained by HavenEffective Time; provided, however, that in no event the Surviving Corporation shall Queens not be obligated to expend, in order to maintain or provide insurance coverage pursuant to this Subsection 4.14(d)on an annual basis, any premium per annum an amount in excess of 200250% of the amount of the current annual premiums premium paid as of the date hereof by Haven Xenith for such insurance ("Maximum Agreement"the “Premium Cap”); provided, further, that and if the amount of the annual such premiums necessary to maintain or procure 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 exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage of directors' and officers' insurance obtainable for available at an annual premium equal to the Maximum Amount; Premium Cap. In lieu of the foregoing, Xenith, in consultation with, but only upon the consent of HRB, may (and providedat the request of HRB, further, Xenith shall use its reasonable best efforts to) obtain at or prior to the Effective Time a six-year “tail” policy under Xenith’s existing directors and officers insurance policy providing equivalent coverage to that officers described in the preceding sentence if and directors of Haven to the extent that the same may be required obtained for an amount that, in the aggregate, does not exceed the Premium Cap. (c) The provisions of this Section 6.7 shall survive the Effective Time and are intended to make application and provide customary representations and warranties to Queens' insurance carrier be for the purpose benefit of, and shall be enforceable by, each Xenith Indemnified Party and his or her heirs and representatives. If the Surviving Corporation or any of obtaining its successors or assigns will consolidate with or merge into any other entity and not be the continuing or surviving entity of such insuranceconsolidation or merger, transfer all or substantially all of its assets or deposits to any other entity or engage in any similar transaction, then in each case, the Surviving Corporation will cause proper provision to be made so that the successors and assigns of the Surviving Corporation will expressly assume the obligations set forth in this Section 6.7.

Indemnification; Directors’ and Officers’ Insurance. (a) From Without limiting or being limited by the provisions of Section 7.7(b) and after to the extent permitted by applicable Law and the SOR Governing Documents as currently in effect, during the period commencing as of the Merger Effective Time through and ending on the sixth (6th) anniversary of the Merger Effective DateTime, Queens agrees to indemnify SOR shall (and shall cause the Surviving Entity to): (i) indemnify, defend and hold harmless each director Indemnified Party against and officer of Haven or any of its Subsidiaries as of the date of this Agreement (each, an "Indemnified Party"), against from any costs or expenses (including reasonable attorneys' fees and expenses’ fees), judgments, fines, losses, claims, damages or damages, liabilities (collectively, "Costs") incurred and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising Action to the extent such Action arises out of matters existing or occurring at pertains to (x) any action or prior to omission or alleged action or omission in such Indemnified Party’s capacity as a manager, director, officer, partner, member, trustee, employee or agent of SOR II or any of the Effective Time SOR II Subsidiaries, or (including y) this Agreement or any of the transactions contemplated by this Agreement, including the entering into Merger; and (ii) pay in advance of the Option Agreement), whether asserted or claimed prior to, at or after the Effective Time, and to advance final disposition of any such Costs to each Action the expenses (including reasonable attorneys’ fees and any expenses incurred by any Indemnified Party as they are from time in connection with enforcing any rights with respect to time incurredindemnification) of any Indemnified Party without the requirement of any bond or other security, in each case to the fullest extent permitted by Law, but subject to SOR’s or the Surviving Entity’s receipt of an undertaking by or on behalf of such Indemnified Party would have been indemnified as a director, officer or employee of Haven or any of its Subsidiaries under the DGCL. (b) Any to repay such amount if it shall ultimately be determined that such Indemnified Party wishing is not entitled to claim indemnification under Section 4.14(a)be indemnified. Notwithstanding anything to the contrary set forth in this Agreement, upon learning SOR or the Surviving Entity, as applicable, (i) shall not settle or compromise or consent to the entry of any such judgment or otherwise seek termination with respect to any claim, action, suit, suit or proceeding against or investigation, shall promptly notify Queens thereof, but the failure to so notify shall not relieve Queens investigation of any liability it Indemnified Party for which indemnification may have hereunder to be sought under this Section 7.7(a) without the Indemnified Party’s 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 if such failure does not materially prejudice the indemnifying party. In the event from all liability arising out of any such claim, action, suit, proceeding or investigation, (i) Queens shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, and Queens shall not be liable to such Indemnified Party for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if Queens does not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Queens shall remain responsible for the reasonable fees and expenses of such counsel as set forth above, to be paid promptly as statements therefor are received; provided, however, that Queens shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction with respect to any given claim, action, suit, proceeding or investigation unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; (ii) the Indemnified Party will reasonably cooperate in the defense of any such matter; and (iii) Queens shall not be liable for any settlement effected by an Indemnified Party without its prior written consent, consent (which consent may shall not be withheld unreasonably withheld, delayed or delayed conditioned) and (iii) shall not have any obligation hereunder to any Indemnified Party to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable Law, in which case the Indemnified Party shall promptly refund to SOR or the Surviving Entity the amount of all such expenses theretofore advanced pursuant hereto. (b) Without limiting the foregoing, and to the extent permitted by applicable Law, each of SOR and the Surviving Entity agree that, during the period commencing as of the Merger Effective Time and ending on the sixth (6th) anniversary of the Merger Effective Time, all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Merger Effective Time, and advancement of expenses, now existing in favor of the current or former managers, directors, officers, partners, members, trustees, employees, agents, fiduciaries or other individuals of SOR II or any of the SOR II Subsidiaries (each an “Indemnified Party” and collectively, the “Indemnified Parties”) as provided in (i) the SOR II Charter, the SOR II Bylaws or, if applicable, similar organizational documents or agreements of any SOR II Subsidiary (the “SOR II Organizational Documents”) and (ii) indemnification agreements of SOR II shall survive the Merger and shall continue in full force and effect in accordance with their terms. For a period of six (6) years following the Merger Effective Time, the organizational documents of SOR and Surviving Entity and the organizational documents of any applicable SOR Subsidiary or SOR II Subsidiary shall contain provisions no less favorable with respect to indemnification and limitations on liability of directors and officers than are set forth in the SOR II Governing Documents or, if applicable, similar organizational documents or agreements of any SOR II Subsidiary. The SOR Governing Documents provisions shall not be amended, repealed or otherwise modified for a period of six (6) years following the Merger Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Merger Effective Time, were Indemnified Parties, unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Partymodification shall be required by applicable Law and then only to the minimum extent required by applicable Law. (c) Queens To the extent that any Indemnified Party shall reasonably believe that representation by counsel designated by SOR or the Surviving Entity in connection with any action, suit, proceeding, investigation or inquiry results in a conflict of interest, such Indemnified Party shall have the right to employ such person’s own separate counsel, at SOR’s or the Surviving Entity’s expense; provided, however, that such separate counsel shall, to the extent consistent with its professional responsibilities, cooperate with SOR or the Surviving Entity and any counsel designated by SOR or the Surviving Entity. (d) SOR II shall use commercially reasonable efforts to obtain extended reporting period coverage under SOR II’s directors’ and officers’ liability insurance policies or the substantial equivalent of such coverage (to be effective as of the Merger Effective Time) with a policy period of six (6) years after the Merger Effective Time, on prepaid and non-cancellable terms, for a cost not in excess of three (3) times the current annual premiums for such insurance, with at least a short rate cancellation credit for remaining time on the current program. SOR and the Surviving Entity shall not take any action to terminate or modify the terms of any such extended reporting period coverage. If SOR II is unable to obtain such extended reporting period coverage using such commercially reasonable efforts, then SOR may, at SOR’s option, (i) authorize a higher premium for SOR II to obtain such coverage; or (ii) authorize a scope of coverage that provides coverage that is the substantial equivalent of or superior to the current coverage available for the Indemnified Parties. If SOR authorizes either of (i) or (ii), then SOR II shall use commercially reasonable efforts to obtain the coverage set forth in the first sentence of this Section 7.7(d) within such parameters. In any case, if SOR II is unable to obtain such extended coverage on the terms set forth above, then SOR or the Surviving Entity shall continue to maintain in effect, for a period of six (6) years from and after the Merger Effective Time, directors’ and officers’ liability insurance with benefits and levels of coverage at least as favorable as SOR II’s existing directors’ and officers’ insurance policies and with insurance companies with the same or better credit ratings; provided, however, that, in no event, shall SOR or the Surviving Entity be required to pay annual premiums for such insurance in excess of three (3) times the most recent annual premiums paid by SOR II for such insurance; it being understood that, if the annual premiums of such insurance coverage exceed such amount, then SOR or the Surviving Entity shall nevertheless be obligated to obtain a policy with the greatest coverage available for an annual cost not exceeding three (3) times of the most recent annual premiums paid by SOR II. (e) If SOR or the Surviving Entity or any of their respective successors or assigns (i) consolidates with or merges with or into any other Person and shall not be the continuing or surviving corporation, partnership or other entity of such consolidation or merger or (ii) liquidates, dissolves or winds-up, or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of SOR or the Surviving Entity, as applicable, assume the obligations set forth in this Section 7.7. (f) SOR shall cause the Surviving Entity to pay all reasonable Costsexpenses, including reasonable attorneys' ’ fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 7.7. (g) The provisions of this Section 7.7 are intended to be for the fullest extent permitted under applicable law. The rights of express benefit of, and shall be enforceable by, each Indemnified Party hereunder (who are intended third-party beneficiaries of this Section 7.7), his or her heirs and his or her personal representatives, shall be binding on all successors and assigns of SOR, SOR II and the Surviving Entity and shall not be amended in addition a manner that is adverse to the Indemnified Party (including his or her successors, assigns and heirs) without the prior written consent of the Indemnified Party (including such successors, assigns and heirs) affected thereby. The exculpation and indemnification provided for by this Section 7.7 shall not be deemed to be exclusive of any other rights such to which an Indemnified Party may have under applicable law. (d) For a period of six years after the Effective Timeis entitled, Queens shall cause to be maintained in effect for the former directors and officers of Haven coverage under Queens' policy of directors and officers liability insurance no less advantageous to the beneficiaries thereof than the current policies of directors' and officers' liability insurance maintained by Haven; provided, however, that in no event shall Queens be obligated to expend, in order to maintain or provide insurance coverage whether pursuant to this Subsection 4.14(d)applicable Law, any premium per annum in excess of 200% of the amount of the annual premiums paid as of the date hereof by Haven for such insurance ("Maximum Agreement"); provided, further, that if the amount of the annual premiums necessary to maintain Contract or procure such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage of directors' and officers' insurance obtainable for an annual premium equal to the Maximum Amount; and provided, further, that officers and directors of Haven may be required to make application and provide customary representations and warranties to Queens' insurance carrier for the purpose of obtaining such insuranceotherwise.

Indemnification; Directors’ and Officers’ Insurance. (a) From Parent shall cause the Surviving Corporation to honor, and after shall itself honor as if it were the Surviving Corporation, in each case, to the fullest extent permitted by applicable law, for a period of not less than six years from the Effective Time through (or, in the sixth anniversary of the Effective Date, Queens agrees to indemnify and hold harmless each director and officer of Haven or any of its Subsidiaries as of the date of this Agreement (each, an "Indemnified Party"), against any costs or expenses (including reasonable attorneys' fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out case of matters existing or occurring at or prior to the Effective Time (including that have not been resolved prior to the transactions contemplated by this Agreement, including the entering into the Option Agreement), whether asserted or claimed prior to, at or after sixth anniversary of the Effective Time, and until such matters are finally resolved), all rights to advance any such Costs to each Indemnified Party as they are from time to time incurred, indemnification or exculpation existing in each case to the fullest extent such Indemnified Party would have been indemnified as favor of a director, officer officer, employee, agent or employee benefit plan fiduciary (an "Indemnified Party") of Haven the Company or any of its Subsidiaries under (including, without limitation, rights relating to advancement of expenses and indemnification rights to which such persons are entitled because they are serving as a director, officer, agent or employee of another entity at the DGCL. (b) Any Indemnified Party wishing to claim indemnification under Section 4.14(arequest of the Company or any of its Subsidiaries), upon learning as provided in the Organizational Documents of the Company or any such claimindemnification agreement, actionin each case, suit, proceeding or investigation, shall promptly notify Queens thereof, but as in effect on the failure to so notify shall not relieve Queens date of any liability it may have hereunder to such Indemnified Party if such failure does not materially prejudice the indemnifying party. In the event of any such claim, action, suit, proceeding or investigation, (i) Queens shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Partythis Agreement, and Queens shall not be liable relating to such Indemnified Party for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with actions or events through the defense thereof, except that if Queens does not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Queens shall remain responsible for the reasonable fees and expenses of such counsel as set forth above, to be paid promptly as statements therefor are receivedEffective Time; provided, however, that Queens shall any determination required to be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the DGCL, the Organizational Documents of the Company or any given claimsuch agreement, as the case may be, shall be made by independent legal counsel jointly selected by such Indemnified Party and Parent; and provided, further, that nothing in this Section 6.13 shall impair any rights of any Indemnified Party. Without limiting the generality of the preceding sentence, in the event that any Indemnified Party becomes involved in any actual or threatened action, suit, claim, proceeding or investigation unless covered by this Section 6.13 after the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; (ii) the Indemnified Party will reasonably cooperate in the defense of any such matter; and (iii) Queens shall not be liable for any settlement effected by an Indemnified Party without its prior written consentEffective Time, which consent may not be withheld or delayed unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations againstParent shall, or defenses available shall cause the Surviving Corporation to, such Indemnified Party. (c) Queens shall pay all reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 to the fullest extent permitted under applicable by law. The rights of each Indemnified Party hereunder shall be in addition , promptly advance to any other rights such Indemnified Party may have under applicable lawhis or her legal or other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the providing by such Indemnified Party of an undertaking to reimburse all amounts so advanced in the event of a non-appealable determination of a court of competent jurisdiction that such Indemnified Party is not entitled thereto. (db) For The Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") for a period of six years after the Effective Time, Queens shall cause to be maintained Time so long as the annual premium therefor is not in effect for excess of 300% of the former directors and officers of Haven coverage under Queens' policy of directors and officers liability insurance no less advantageous last annual premium paid prior to the beneficiaries thereof than date hereof (the current policies of directors' and officers' liability insurance maintained by Haven"Current Premium"); provided, however, that in no event shall Queens be obligated to expendif the existing D&O Insurance expires, in order to maintain is terminated or provide insurance coverage pursuant to this Subsection 4.14(d), any cancelled during such six-year period or is at an annual premium per annum in excess of 200300% of the amount Current Premium, the Surviving Corporation will use its commercially reasonable efforts to obtain as much D&O Insurance as can be obtained for the remainder of such period for a premium not in excess of 300% (on an annualized basis) of the annual premiums paid as Current Premium. (c) If the Surviving Corporation or any of its successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then, and in each such case, proper provisions shall be made so that the successors and assigns of the date hereof by Haven for such insurance ("Maximum Agreement"); provided, further, that if the amount Surviving Corporation shall assume all of the annual premiums necessary obligations set forth in this Section 6.13. (d) The provisions of this Section 6.13 are intended to maintain or procure such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage of directors' and officers' insurance obtainable for an annual premium equal to the Maximum Amount; and provided, further, that officers and directors of Haven may be required to make application and provide customary representations and warranties to Queens' insurance carrier for the purpose benefit of, and shall be enforceable by, each of obtaining such insurancethe Indemnified Parties, their heirs and their representatives.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time through Time, in the sixth anniversary event of the Effective Date, Queens agrees to indemnify and hold harmless each director and officer of Haven or any of its Subsidiaries as of the date of this Agreement (each, an "Indemnified Party"), against any costs or expenses (including reasonable attorneys' fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminalcriminal or administrative, administrative including, without limitation, any such claim, action, suit, proceeding or investigativeinvestigation in which any person who is now, arising out or has been at any time prior to the date of matters existing this Agreement, or occurring at or who becomes prior to the Effective Time (including the transactions contemplated by this Agreement, including the entering into the Option Agreement), whether asserted or claimed prior to, at or after the Effective Time, and a director or officer of Maxtor or any of its Subsidiaries (the “Indemnified Parties”) is, or is threatened to advance any such Costs be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to each Indemnified Party as they are from time to time incurred, in each case to (i) the fullest extent such Indemnified Party would have been indemnified as fact that he is or was a director, officer or employee of Haven or Maxtor, any of its Subsidiaries or any of their respective predecessors or was prior to the Effective Time serving at the request of any such party as a director, officer, employee, fiduciary or agent of another corporation, partnership, trust or other enterprise, or (ii) this Agreement, or any of the transactions contemplated hereby, and all actions taken by an Indemnified Party in connection herewith, whether in any case asserted or arising before or after the Effective Time, the Surviving Company shall, and Seagate shall cause the Surviving Company to, indemnify and hold harmless each such Indemnified Party, to the fullest extent to which such Indemnified Party would be entitled under applicable law and the DGCL. Bylaws of Maxtor as in effect on the date of this Agreement, against any losses, claims, damages, liabilities, costs, expenses (b) including prompt payment of all reasonable attorneys’ fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by law upon receipt of an undertaking, to the extent required by applicable law, from such Indemnified Party to repay such advanced expenses if it is determined by a final and non-appealable judgment of a court of competent jurisdiction that such Indemnified Party could not lawfully be provided indemnification hereunder), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, proceeding or investigation. Any Indemnified Party wishing to claim indemnification under this Section 4.14(a)7.6, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Queens Seagate thereof, but provided that the failure to so notify shall not relieve Queens affect the obligations of any liability it may have hereunder Seagate under this Section 7.6 except (and only) to such Indemnified Party if the extent such failure does not to notify materially prejudice the indemnifying party. In the event of any such claim, action, suit, proceeding or investigation, (i) Queens shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, and Queens shall not be liable to such Indemnified Party for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if Queens does not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Queens shall remain responsible for the reasonable fees and expenses of such counsel as set forth above, to be paid promptly as statements therefor are received; provided, however, that Queens shall be obligated pursuant to this paragraph prejudices Seagate. (b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction with respect to any given claim, action, suit, proceeding or investigation unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; (ii) the Indemnified Party will reasonably cooperate in the defense of any such matter; and (iii) Queens shall not be liable for any settlement effected by an Indemnified Party without its prior written consent, which consent may not be withheld or delayed unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations againstSeagate shall, or defenses available shall cause the Surviving Company to, such Indemnified Party. (c) Queens shall pay all reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party in successfully enforcing use its best efforts to cause the indemnity persons now or previously serving as officers and other obligations provided for in this Section 4.14 directors of Maxtor prior to the fullest extent permitted under applicable law. The rights of each Indemnified Party hereunder shall Effective Time to be in addition to any other rights such Indemnified Party may have under applicable law. (d) For covered for a period of six (6) years after from the Closing Date by the directors’ and officers’ liability insurance policy or policies maintained by Maxtor to the extent such persons are covered by such policy or policies as of the Effective Time, Queens shall cause Time (provided that (x) Seagate or the Surviving Company may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are in the aggregate no less advantageous to be maintained in effect for the former such directors and officers of Haven coverage under Queens' Maxtor than the terms and conditions of the existing directors’ and officers’ liability insurance policy of directors Maxtor, or (y) arrange for “tail” coverage for such six-year period under Maxtor’s current directors’ and officers officers’ liability insurance no less advantageous to the beneficiaries thereof than the current policies of directors' and officers' liability insurance maintained by Haven; policy), provided, however, that in no event shall Queens will Seagate or the Surviving Company be obligated required to expend, in order to maintain or provide insurance coverage pursuant to this Subsection 4.14(d), expend for any premium per annum one year an amount in excess of 200% of the amount of the annual premiums currently paid as of the date hereof by Haven Maxtor for such insurance ("Maximum Agreement"the “Insurance Amount”); provided, and provided further, that if Seagate or the amount of the annual premiums necessary Surviving Company is unable to maintain or procure such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage insurance called for by this Section 7.6(b) as a result of directors' and officers' the preceding proviso, Seagate shall, or shall cause the Surviving Company to, use its best efforts to obtain as much comparable insurance obtainable as available for an annual premium equal the Insurance Amount) with respect to acts or omissions occurring prior to the Maximum Amount; Effective Time which were committed by such officers and provideddirectors in their capacity as such or as employees or agents of Maxtor or its Subsidiaries. (c) The provisions of this Section 7.6 are intended to be for the benefit of, furtherand shall be enforceable by, that each Indemnified Party and his or her heirs and representatives, and are intended to be in addition to the rights otherwise available to the current officers and directors of Haven may be required to make application and provide customary representations and warranties to Queens' insurance carrier for the purpose of obtaining such insuranceCompany by law, charter, statute, by-law or agreement.

Indemnification; Directors’ and Officers’ Insurance. (a) From Without limiting the obligations of Parent and the Surviving Corporation pursuant to Section 6.09(b) and Section 6.09(c), from and after the Effective Time, each of Parent and the Surviving Corporation shall jointly and severally (i) indemnify and hold harmless each individual who served as a director and/or officer of the Company or any of the Company Subsidiaries prior to the Effective Time through (collectively, the “Indemnified Parties”) to the fullest extent authorized or permitted by Pennsylvania law, as now or hereafter in effect, in connection with any Claim and any judgments, fines (including excise Taxes), penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such judgments, fines, penalties or amounts paid in settlement) resulting therefrom; and (ii) promptly pay on behalf of or, within 30 days after any request for advancement, advance to each of the Indemnified Parties, to the fullest extent authorized or permitted by Pennsylvania law, as now or hereafter in effect, any Expenses incurred in defending, serving as a witness with respect to or otherwise participating in any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Indemnified Party of any Expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or other security, but in the case of advancement of Expenses upon receipt of an undertaking, to the extent required by applicable Law, from such Indemnified Party to repay such advanced Expenses if it is determined by a court of competent jurisdiction in a final order that such Indemnified Party was not entitled to indemnification hereunder with respect to such Expenses. In the event any Claim is brought against any Indemnified Party, Parent and the Surviving Corporation shall each use all reasonable efforts to assist in the vigorous defense of such matter, provided that neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any Claim (and in which indemnification could be sought by such Indemnified Party hereunder) without the prior written consent of such Indemnified Party if and to the extent that the claimant seeks any non-monetary relief from such Indemnified Party, which consent will not be unreasonably withheld, conditioned or delayed. The indemnification and advancement obligations of Parent and the Surviving Corporation pursuant to this Section 6.09(a) shall extend to acts or omissions occurring at or before the Effective Time and any Claim relating thereto (including with respect to any acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby and any Claim relating thereto) and all rights to indemnification and advancement conferred hereunder shall continue as to an individual who has ceased to be a director or officer of the Company or any Company Subsidiary prior to the Effective Time and shall inure to the benefit of such individual’s heirs, executors and personal and legal representatives. In connection with any determination as to whether the Indemnified Parties are entitled to the benefits of this Section 6.09(a), the burden of proof shall be on Parent and the Surviving Corporation to establish that an Indemnified Party is not so entitled. (b) From the Effective Time until the sixth anniversary of the Effective DateTime, Queens agrees Parent shall cause the Company Articles and the Company Bylaws to indemnify contain provisions no less favorable to each Indemnified Party with respect to limitation of liabilities of directors and hold harmless each director officers and officer of Haven or any of its Subsidiaries indemnification than those that are contained in such documents as of the date of this Agreement Agreement. (eachc) As of the Effective Time, an "Indemnified Party")Parent, against the Surviving Corporation or the Company shall maintain in full force and effect for a period of six years after the Closing Date (or, if any costs or expenses (including reasonable attorneys' fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, claim arising out of or pertaining to matters existing that relate to an Indemnified Party’s duties or service as a director, officer, trustee, employee, agent or fiduciary of the Company, any Company Subsidiary or any employee benefit plan maintained by any of the foregoing at or prior to the Effective Time is asserted or made within such six-year period, Parent shall ensure that such insurance remains in effect until final disposition of such claim) a prepaid directors’ and officers’ liability insurance “tail” policy or policies providing each individual currently covered by the Company’s directors’ and officers’ liability insurance coverage for events occurring at or prior to the Effective Time (including acts or omissions relating to the approval of this Agreement and consummation of the transactions contemplated by this Agreement, including hereby) that is no less favorable than the entering into the Option Agreement), whether asserted or claimed prior to, at or after the Effective Time, and to advance any such Costs to each Indemnified Party as they are from time to time incurred, in each case to the fullest extent such Indemnified Party would have been indemnified as a director, officer or employee of Haven or any of its Subsidiaries under the DGCL. (b) Any Indemnified Party wishing to claim indemnification under Section 4.14(a), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Queens thereof, but the failure to so notify shall not relieve Queens of any liability it may have hereunder to such Indemnified Party if such failure does not materially prejudice the indemnifying party. In the event of any such claim, action, suit, proceeding or investigation, (i) Queens shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, and Queens shall not be liable to such Indemnified Party for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if Queens does not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Queens shall remain responsible for the reasonable fees and expenses of such counsel as set forth above, to be paid promptly as statements therefor are receivedCompany’s existing policy; provided, however, that Queens shall be obligated pursuant Parent may substitute therefor policies of at least the same coverage and amounts containing terms and conditions that are in the aggregate no less advantageous to this paragraph (b) such individuals than the terms and conditions of the existing directors’ and officers’ liability insurance policy of the Company from reputable carriers having a rating comparable to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction with respect to any given claimthe Company’s current carrier; provided, actionfurther, suithowever, proceeding or investigation unless that, if the use of one counsel aggregate annual premiums for such Indemnified Parties would present policies exceed 275% of the current aggregate annual premiums, Parent shall provided or cause to be provided a policy for such counsel individuals with a conflict the best coverage as shall then be available at an annual premium of interest; (ii) 275% the Indemnified Party will reasonably cooperate in the defense of any such matter; and (iii) Queens shall not be liable for any settlement effected by an Indemnified Party without its prior written consent, which consent may not be withheld or delayed unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Party. (c) Queens shall pay all reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 to the fullest extent permitted under applicable law. The rights of each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party may have under applicable lawcurrent aggregate annual premiums. (d) For The provisions of this Section 6.09 shall survive the consummation of the Merger and (i) are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party and 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. The obligations of Parent or the Surviving Corporation under this Section 6.09 shall not be terminated (other than a period valid termination pursuant to Article VIII) or modified in such a manner as to adversely affect the rights of six years after any Indemnified Party under this Section 6.09 without the consent of such affected Indemnified Party. Parent shall cause the Surviving Corporation to perform all of the obligations of the Surviving Corporation under this Section 6.09. (e) From the Effective Time until the sixth anniversary of the Effective Time, Queens if Parent or the Surviving Corporation or any of its successors or assigns shall cause (i) consolidate with or merge into any other Person and shall not be the continuing or surviving Person of such consolidation or merger, or (ii) transfer all or substantially all of its properties and assets to be maintained in effect for the former directors and officers of Haven coverage under Queens' policy of directors and officers liability insurance no less advantageous to the beneficiaries thereof than the current policies of directors' and officers' liability insurance maintained by Haven; providedany Person, however, that in no event shall Queens be obligated to expendthen, in order to maintain or provide insurance coverage pursuant to this Subsection 4.14(d)each such case, any premium per annum in excess proper provisions shall be made so that the successors and assigns of 200% Parent and the Surviving Corporation, as the case may be, assume all of the amount obligations of Parent and the annual premiums paid as of the date hereof by Haven for such insurance ("Maximum Agreement"); provided, further, that if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage of directors' and officers' insurance obtainable for an annual premium equal to the Maximum Amount; and provided, further, that officers and directors of Haven may be required to make application and provide customary representations and warranties to Queens' insurance carrier for the purpose of obtaining such insuranceSurviving Corporation set forth in this Section 6.09.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after Without limiting or being limited by the provisions of Section 7.7(b), during the period commencing as of the Effective Time through and ending on the sixth (6th) anniversary of the Effective DateTime, Queens agrees to indemnify Terra REIT shall cause the Surviving Entity to: (i) indemnify, defend and hold harmless each director and officer of Haven the current or former managers, directors, officers, partners, members, trustees, employees, agents, fiduciaries or other individuals of Terra BDC or any of its the Terra BDC Subsidiaries as of (the date of this Agreement (each, an "“Indemnified Party"), Parties”) against and from any costs or expenses (including reasonable attorneys' fees and expenses’ fees), judgments, fines, losses, claims, damages or damages, liabilities (collectively, "Costs") incurred and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising Action to the extent such Action arises out of matters existing or occurring at pertains to (x) any action or prior to omission or alleged action or omission in such Indemnified Party’s capacity as a manager, director, officer, partner, member, trustee, employee or agent of Terra BDC or any of the Effective Time Terra BDC Subsidiaries, or (including y) this Agreement or any of the transactions contemplated by this Agreement, including the entering into Merger; and (ii) pay in advance of the Option Agreement)final disposition of any such Action the expenses (including 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 permitted as of the Effective Time by the Terra REIT Governing Documents or, if applicable, similar organizational documents or agreements of any Terra REIT Subsidiary with respect to the managers, directors, officers, partners, members, trustees, employees, agents, fiduciaries or other individuals of Terra REIT or any of the Terra REIT Subsidiaries, but subject to Terra REIT’s or the Surviving Entity’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. (b) Each of Terra REIT and the Surviving Entity agrees that all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the Indemnified Parties as provided in (i) the Terra BDC Governing Documents or, if applicable, similar organizational documents or agreements of any Terra BDC Subsidiary (the “Terra BDC Organizational Documents”) and (ii) indemnification agreements of Terra BDC shall survive the Merger and shall continue in full force and effect in accordance with their terms. From and after the Effective Time, Terra REIT shall, and shall cause the Surviving Entity to, fulfill and honor in all respects the obligations of Terra BDC pursuant to (i) each indemnification agreement in effect between Terra BDC, on the one hand, and any Indemnified Party, on the other hand, and (ii) any indemnification, exculpation from liability or advancement of expenses provision set forth in the Terra BDC Organizational Documents, as in effect on the date hereof, including, in each case, in respect of any Action that arises directly or indirectly out of or pertains directly or indirectly to (A) any action or omission or alleged action or omission in such Indemnified Party’s capacity as a director, officer, employee or agent of Terra BDC (regardless of whether asserted such action or claimed omission or alleged action or omission, occurred prior to, at or after the Effective Time, and to advance any such Costs to each Indemnified Party as they are from time to time incurred, in each case to the fullest extent such Indemnified Party would have been indemnified as a director, officer ) or employee of Haven or (B) any of its Subsidiaries under the DGCL. transactions contemplated by this Agreement, including the Merger. For a period of six (b6) Any Indemnified Party wishing to claim indemnification under Section 4.14(a)years following the Effective Time, upon learning the organizational documents of Terra REIT and the Surviving Entity and the organizational documents of any such claimapplicable Terra REIT Subsidiary or Terra BDC Subsidiary shall contain provisions no less favorable with respect to indemnification of directors and officers and exculpation of directors and officers from liability than are set forth in the Terra BDC Organizational Documents, action, suit, proceeding or investigation, shall promptly notify Queens thereof, but the failure to so notify shall not relieve Queens of any liability it may have hereunder to such Indemnified Party if such failure does not materially prejudice the indemnifying party. In the event of any such claim, action, suit, proceeding or investigation, (i) Queens shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, and Queens which provisions shall not be liable amended, repealed or otherwise modified for a period of six (6) years following the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were Indemnified Parties, unless such Indemnified Party for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if Queens does not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Queens shall remain responsible for the reasonable fees and expenses of such counsel as set forth above, to be paid promptly as statements therefor are received; provided, however, that Queens modification shall be obligated pursuant required by applicable Law and then only to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction with respect to any given claim, action, suit, proceeding or investigation unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; (ii) the Indemnified Party will reasonably cooperate in the defense of any such matter; and (iii) Queens shall not be liable for any settlement effected minimum extent required by an Indemnified Party without its prior written consent, which consent may not be withheld or delayed unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Partyapplicable Law. (c) Queens For a period of six (6) years after the Effective Time, Terra REIT shall cause the Surviving Entity to maintain in effect Terra BDC’s current directors’ and officers’ liability insurance covering each Person currently covered by Terra BDC’s directors’ and officers’ liability insurance policy for acts or omissions occurring prior to and through the Effective Time; provided, that in lieu of such obligation, (i) the Surviving Entity may substitute therefor policies of an insurance company with the same or better rating as Terra BDC’s current insurance carrier the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than Terra BDC’s existing policies as of the date hereof or (ii) in consultation with Terra REIT, Terra BDC may obtain extended reporting period coverage under Terra BDC’s existing insurance programs (to be effective as of the Effective Time) for a period of six (6) years after the Effective Time for a cost not in excess of three times the current annual premiums for such insurance; and provided, further, that in no event shall the Surviving Entity be required to pay annual premiums for insurance under this Section 7.7(c) in excess of 300% of the most recent annual premiums paid by Terra BDC for such purpose, it being understood that if the annual premiums of such insurance coverage exceed such amount, the Surviving Entity shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amount. (d) If Terra REIT or the Surviving Entity or any of their respective successors or assigns (i) consolidates with or merges with or into any other Person and shall not be the continuing or surviving corporation, partnership or other entity of such consolidation or merger or (ii) liquidates, dissolves or winds up, or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, as a condition to the consummation of any such transaction the successors and assigns of Terra REIT or the Surviving Entity, as applicable, shall assume the obligations set forth in this Section 7.7. (e) The provisions of this Section 7.7 are intended to be for the express benefit of, and shall be enforceable by, each Indemnified Party (each of which is an intended third party beneficiary of this Section 7.7), his or her heirs and his or her personal representatives, shall be binding on all successors and assigns of Terra BDC, Terra REIT and the Surviving Entity and shall not be amended in a manner that is adverse to the Indemnified Party (including his or her successors, assigns and heirs) without the prior written consent of the Indemnified Party (including such successors, assigns and heirs) affected thereby. The exculpation and indemnification provided for by this Section 7.7 shall not be deemed to be exclusive of any other rights to which an Indemnified Party is entitled, whether pursuant to applicable Law, Contract or otherwise. Terra REIT shall cause the Surviving Entity to pay all reasonable Costsexpenses, including reasonable attorneys' ’ fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 to the fullest extent permitted under applicable law. The rights of each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party may have under applicable law7.7. (d) For a period of six years after the Effective Time, Queens shall cause to be maintained in effect for the former directors and officers of Haven coverage under Queens' policy of directors and officers liability insurance no less advantageous to the beneficiaries thereof than the current policies of directors' and officers' liability insurance maintained by Haven; provided, however, that in no event shall Queens be obligated to expend, in order to maintain or provide insurance coverage pursuant to this Subsection 4.14(d), any premium per annum in excess of 200% of the amount of the annual premiums paid as of the date hereof by Haven for such insurance ("Maximum Agreement"); provided, further, that if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage of directors' and officers' insurance obtainable for an annual premium equal to the Maximum Amount; and provided, further, that officers and directors of Haven may be required to make application and provide customary representations and warranties to Queens' insurance carrier for the purpose of obtaining such insurance.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time through the sixth anniversary of the Effective Date, Queens UFB agrees to indemnify and hold harmless each present and former director and officer of Haven or any of SCCB and its Subsidiaries and each officer or employee of SCCB and its Subsidiaries that is serving or has served as a director or trustee of the date of this Agreement another entity expressly at SCCB's request or direction (each, an "Indemnified Party"), against any costs or expenses (including reasonable attorneys' fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement, including the entering into the Option Agreement), whether asserted or claimed prior to, at or after the Effective Time, and to advance any such Costs to each Indemnified Party as they are from time to time incurred, in each case to the fullest extent such Indemnified Party would have been indemnified as a director, officer or employee of Haven or any of SCCB and its Subsidiaries and as then permitted under the DGCLapplicable law. (b) Any Indemnified Party wishing to claim indemnification under Section 4.14(a), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Queens UFB thereof, but the failure to so notify shall not relieve Queens UFB of any liability it may have hereunder to such Indemnified Party if such failure does not materially and substantially prejudice the indemnifying partyIndemnifying Party. In the event of any such claim, action, suit, proceeding or investigation, (i) Queens UFB shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, Party and Queens UFB shall not be liable to such Indemnified Party for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if Queens UFB does not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens UFB and the Indemnified PartyParty (and counsel for UFB does not disagree), the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Queens UFB shall remain responsible for the reasonable fees and expenses of such counsel as set forth above, to be paid promptly as statements therefor are received; provided, however, that Queens UFB shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction with respect to any given claim, action, suit, proceeding or investigation unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; (ii) the Indemnified Party will reasonably cooperate in the defense of any such matter; and (iii) Queens UFB shall not be liable for any settlement effected by an Indemnified Party without its prior written consent, which consent may not be withheld or delayed unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Party. (c) Queens UFB shall pay all reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 to the fullest extent permitted under applicable law. The rights of each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party may have under applicable law. (d) For a period of six years UFB shall use reasonable efforts (i) to obtain, after the Effective Time, Queens shall cause to be maintained in effect for the former directors and officers of Haven coverage under Queens' policy of directors and officers liability insurance no less advantageous to the beneficiaries thereof than the current policies of directors' and officers' liability insurance maintained coverage for the officers and directors of SCCB, and (ii) either (A) to cause any individual who had served as an officer or director of SCCB or the SCCB Subsidiaries at any time during the three years before the Effective Time to be covered for a period of three years from the Effective Time by Haven; provided, however, that in no event shall Queens be obligated to expend, in order to maintain or provide insurance coverage pursuant to this Subsection 4.14(d), any premium per annum in excess of 200% of the amount of the annual premiums paid as of the date hereof by Haven for such insurance ("Maximum Agreement"); provided, further, that if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage of directors' and officers' liability insurance obtainable for an annual premium equal policies maintained by UFB, or to (B) substitute therefor policies of at least the Maximum Amount; same coverage and providedamounts containing terms and conditions that are not less advantageous than the policies previously maintained by SCCB and SCCB Subsidiaries, furtherrespectively, with respect to acts or omissions occurring before the Effective Time that were committed by such officers and directors of Haven may be required to make application and provide customary representations and warranties to Queens' insurance carrier for the purpose of obtaining such insurancein their capacity as such.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after Without limiting or being limited by the provisions of Section 7.7(b), during the period commencing as of the Merger Effective Time through and ending on the sixth (6th) anniversary of the Merger Effective DateTime, Queens agrees SmartStop shall (and shall cause the Surviving Entity to), to indemnify the fullest extent SST IV would be permitted to do so under applicable Law and the SST IV Governing Documents as currently in effect: (i) indemnify, defend and hold harmless each director current and officer former manager, director, officer, partner, member, trustee, employee and agent of Haven SST IV or any of its the SST IV Subsidiaries as or other individuals with rights to indemnification or exculpation pursuant to the SST IV Governing Documents or any indemnification agreements of SST IV or SST IV Subsidiaries (such agreements, the date of this Agreement “Additional Indemnification Agreements”) (eachcollectively, an "the “Indemnified Party"), Parties”) against and from any costs or expenses (including reasonable attorneys' fees and expenses’ fees), judgments, fines, losses, claims, damages or damages, liabilities (collectively, "Costs") incurred and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising Action to the extent such Action arises out of matters existing or occurring at pertains to (A) any action or prior to omission or alleged action or omission in such Indemnified Party’s capacity as a manager, director, officer, partner, member, trustee, employee or agent of SST IV or any of the Effective Time SST IV Subsidiaries (including the transactions contemplated by this Agreement, including the entering into the Option Agreement), whether asserted or claimed prior to, at or after the Merger Effective Time) or (B) this Agreement or any of the transactions contemplated by this Agreement, and to including the Merger (whether asserted or claimed prior to, at or after the Merger Effective Time), and (ii) pay in advance of the final disposition of any such Costs to each Action the costs and expenses (including reasonable attorneys’ fees and any expenses incurred by any Indemnified Party as they are from time in connection with enforcing any rights with respect to time incurredindemnification of any Indemnified Party), without the requirement of any bond or other security, in each case to the fullest extent permitted by applicable Law, but subject to SmartStop’s or the Surviving Entity’s receipt of an undertaking by or on behalf of such Indemnified Party would have been indemnified as a director, officer or employee of Haven or any of its Subsidiaries under the DGCL. (b) Any Indemnified Party wishing to claim indemnification under Section 4.14(a), upon learning of any repay such claim, action, suit, proceeding or investigation, amount if it shall promptly notify Queens thereof, but the failure to so notify shall not relieve Queens of any liability it may have hereunder to ultimately be determined that such Indemnified Party if such failure does is not materially prejudice entitled to be indemnified. Notwithstanding anything to the indemnifying party. In contrary set forth in this Agreement, SmartStop or the event Surviving Entity, as applicable, (x) shall not settle or compromise or consent to the entry of any such claim, action, suit, proceeding judgment or investigation, (i) Queens shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, and Queens shall not be liable to such Indemnified Party for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if Queens does not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Queens shall remain responsible for the reasonable fees and expenses of such counsel as set forth above, to be paid promptly as statements therefor are received; provided, however, that Queens shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction otherwise seek termination with respect to any given claimAction against or of any Indemnified Party for which indemnification may be sought under this Section 7.7(a) without the Indemnified Party’s prior written consent (which consent may not be unreasonably withheld, actiondelayed or conditioned) unless such settlement, suitcompromise, proceeding consent or investigation unless the use termination includes an unconditional release of one counsel for such Indemnified Parties would present Party from all liability arising out of such counsel with a conflict of interest; Action that is subject to indemnification by SmartStop and the Surviving Entity under this Section 7.7(a), (iiy) the Indemnified Party will reasonably cooperate in the defense of any such matter; and (iii) Queens shall not be liable for any settlement effected by an Indemnified Party without its prior written consent, consent (which consent may shall not be withheld unreasonably withheld, delayed or delayed unless conditioned) and (z) shall not have any obligation hereunder to any Indemnified Party to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such settlement indemnification is unreasonable prohibited by applicable Law. (b) Without limiting the foregoing, and to the extent permitted by applicable Law, each of SmartStop and the Surviving Entity agree that during the period commencing as of the Merger Effective Time and ending on the sixth (6th) anniversary of the Merger Effective Time, all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Merger Effective Time, and advancement of expenses now existing in light favor of such claims, actions, suits, proceedings or investigations against, or defenses available to, such any Indemnified PartyParty as provided in the SST IV Governing Documents and Additional Indemnification Agreements shall survive the Merger and shall continue in full force and effect in accordance with their terms. (c) Queens For a period of six (6) years following the Merger Effective Time, the organizational documents of SmartStop, Merger Sub and any applicable SmartStop Subsidiary shall contain provisions no less favorable with respect to indemnification and exculpation from liabilities for acts or omissions and rights to advancement of expenses relating thereto existing in favor of any Indemnified Party than those included in the SST IV Governing Documents or any similar organizational documents or agreements of any SST IV Subsidiary. No such provision shall be amended, repealed or otherwise modified for a period of six (6) years following the Merger Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Merger Effective Time, were Indemnified Parties, unless such modification shall be required by applicable Law and then only to the minimum extent required by applicable Law. (d) For a period of six (6) years after the Merger Effective Time, SmartStop shall cause the Surviving Entity to maintain in effect SST IV’s current directors’ and officers’ liability insurance covering each Person currently covered by SST IV’s directors’ and officers’ liability insurance policies for acts or omissions occurring prior to and through the Merger Effective Time; provided, that in lieu of such obligation, (i) the Surviving Entity may substitute therefor policies of an insurance company with the same or better rating as SST IV’s current insurance carrier the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than SST IV’s existing policies as of the date hereof or (ii) in consultation with SmartStop, SST IV may obtain extended reporting period coverage under SST IV’s existing insurance programs (to be effective as of the Merger Effective Time) for a period of six (6) years after the Merger Effective Time for a cost not in excess of three times the current annual premiums for such insurance; and provided, further, that in no event shall the Surviving Entity be required to pay annual premiums for insurance under this Section 7.7(d) in excess of 300% of the most recent annual premiums paid by SST IV for such purpose, it being understood that if the annual premiums of such insurance coverage exceed such amount, the Surviving Entity shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amount. (e) If SmartStop or the Surviving Entity or any of their respective successors or assigns (i) consolidates with or merges with or into any other Person and shall not be the continuing or surviving corporation, partnership or other entity of such consolidation or merger or (ii) liquidates, dissolves or winds-up, or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of SmartStop or the Surviving Entity, as applicable, assume the obligations set forth in this Section 7.7. (f) The provisions of this Section 7.7 are intended to be for the express benefit of, and shall be enforceable by, each Indemnified Party (each of which is an intended third party beneficiary of this Section 7.7), his or her heirs and his or her personal representatives, shall be binding on all successors and assigns of SmartStop, SST IV and the Surviving Entity and shall not be amended in a manner that is adverse to the Indemnified Party (including his or her successors, assigns and heirs) without the prior written consent of the Indemnified Party (including such successors, assigns and heirs) affected thereby. The exculpation and indemnification provided for by this Section 7.7 shall not be deemed to be exclusive of any other rights to which an Indemnified Party is entitled, whether pursuant to applicable Law, Contract or otherwise. SmartStop shall cause the Surviving Entity to pay all reasonable Costsexpenses, including reasonable attorneys' ’ fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 to the fullest extent permitted under applicable law. The rights of each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party may have under applicable law7.7. (d) For a period of six years after the Effective Time, Queens shall cause to be maintained in effect for the former directors and officers of Haven coverage under Queens' policy of directors and officers liability insurance no less advantageous to the beneficiaries thereof than the current policies of directors' and officers' liability insurance maintained by Haven; provided, however, that in no event shall Queens be obligated to expend, in order to maintain or provide insurance coverage pursuant to this Subsection 4.14(d), any premium per annum in excess of 200% of the amount of the annual premiums paid as of the date hereof by Haven for such insurance ("Maximum Agreement"); provided, further, that if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage of directors' and officers' insurance obtainable for an annual premium equal to the Maximum Amount; and provided, further, that officers and directors of Haven may be required to make application and provide customary representations and warranties to Queens' insurance carrier for the purpose of obtaining such insurance.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after Without limiting or being limited by the provisions of Section 7.7(b), during the period commencing as of the Merger Effective Time through and ending on the sixth (6th) anniversary of the Merger Effective DateTime, Queens agrees to indemnify REIT II shall (and shall cause the Surviving Entity to): (i) indemnify, defend and hold harmless each director Indemnified Party against and officer of Haven or any of its Subsidiaries as of the date of this Agreement (each, an "Indemnified Party"), against from any costs or expenses (including reasonable attorneys' fees and expensesfees), judgments, fines, losses, claims, damages or damages, liabilities (collectively, "Costs") incurred and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising Action to the extent such Action arises out of matters existing or occurring at pertains to (x) any action or prior to omission or alleged action or omission in such Indemnified Party's capacity as a manager, director, officer, partner, member, trustee, employee or agent of REIT I or any of the Effective Time REIT I Subsidiaries, or (including y) this Agreement or any of the transactions contemplated by this Agreement, including the entering into Merger; and (ii) pay in advance of the Option Agreement), whether asserted or claimed prior to, at or after the Effective Time, and to advance final disposition of any such Costs to each Action the expenses (including attorneys' fees and any expenses incurred by any Indemnified Party as they are from time in connection with enforcing any rights with respect to time incurredindemnification) of any Indemnified Party without the requirement of any bond or other security, in each case to the fullest extent permitted by Law, but subject to REIT II's or the Surviving Entity's receipt of an undertaking by or on behalf of such Indemnified Party would have been indemnified as a director, officer or employee of Haven or any of its Subsidiaries under the DGCL. (b) Any to repay such amount if it shall ultimately be determined that such Indemnified Party wishing is not entitled to claim indemnification under Section 4.14(a)be indemnified. Notwithstanding anything to the contrary set forth in this Agreement, upon learning REIT II or the Surviving Entity, as applicable, (i) shall not settle or compromise or consent to the entry of any such judgment or otherwise seek termination with respect to any claim, action, suit, suit or proceeding against or investigation, shall promptly notify Queens thereof, but the failure to so notify shall not relieve Queens investigation of any liability it Indemnified Party for which indemnification may have hereunder to be sought under this Section 7.7(a) without the Indemnified Party's prior written consent unless such settlement, compromise, consent or termination includes an unconditional release of such Indemnified Party if such failure does not materially prejudice the indemnifying party. In the event from all liability arising out of any such claim, action, suit, proceeding or investigation, (i) Queens shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, and Queens shall not be liable to such Indemnified Party for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if Queens does not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Queens shall remain responsible for the reasonable fees and expenses of such counsel as set forth above, to be paid promptly as statements therefor are received; provided, however, that Queens shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction with respect to any given claim, action, suit, proceeding or investigation unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; (ii) the Indemnified Party will reasonably cooperate in the defense of any such matter; and (iii) Queens shall not be liable for any settlement effected by an without their prior written consent and (iii) shall not have any obligation hereunder to any Indemnified Party without its prior written consentto the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable Law, in which consent may not be withheld case the Indemnified Party shall promptly refund to REIT II or delayed unless the Surviving Entity the amount of all such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Partyexpenses theretofore advanced pursuant hereto. (c) Queens shall pay all reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 to the fullest extent permitted under applicable law. The rights of each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party may have under applicable law. (db) For a period of six (6) years following the Merger Effective Time, the organizational documents of the REIT II and Surviving Entity and the organizational documents of any applicable REIT II Subsidiary or REIT I Subsidiary shall contain provisions no less favorable with respect to indemnification, advancement of expenses and limitations on liability of the current or former managers, directors, officers, partners, members, trustees, employees, agents, fiduciaries or other individuals of REIT I or any of the REIT I Subsidiaries (the "Indemnified Parties") as provided in the REIT I Governing Documents or, if applicable, similar organizational documents or agreements of any REIT I Subsidiary (the "REIT I Organizational Documents"), which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years following the Merger Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Merger Effective Time, were Indemnified Parties, unless such modification shall be required by applicable Law and then only to the minimum extent required by applicable Law. (c) For a period of six (6) years after the Merger Effective Time, Queens REIT II shall cause the Surviving Entity to be maintained maintain in effect for the former directors and officers of Haven coverage under Queens' policy of directors and officers liability insurance no less advantageous to the beneficiaries thereof than the REIT I's current policies of directors' and officers' liability insurance maintained covering each Person currently covered by HavenREIT I's directors' and officers' liability insurance policy for acts or omissions occurring prior to and through the Merger Effective Time; provided, however, that in lieu of such obligation, (i) the Surviving Entity may substitute therefor policies of an insurance company with the same or better rating as REIT I's current insurance carrier the material terms of which, including coverage and amount, are no event shall Queens be obligated less favorable in any material respect to expend, in order to maintain or provide insurance coverage pursuant to this Subsection 4.14(d), any premium per annum in excess of 200% of the amount of the annual premiums paid such directors and officers than REIT I's existing policies as of the date hereof by Haven for such or (ii) in consultation with REIT II, REIT I may obtain extended reporting period coverage under REIT I's existing insurance programs ("Maximum Agreement"); provided, further, that if the amount to be effective as of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage Merger Effective Time) for a period of directors' and officers' insurance obtainable for an annual premium equal to the Maximum Amount; and provided, further, that officers and directors of Haven may be required to make application and provide customary representations and warranties to Queens' insurance carrier for the purpose of obtaining such insurance.six

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent will cause the Surviving Corporation and its Subsidiaries to fulfill and honor in all respects the obligations of the Acquired Entities pursuant to: (i) each indemnification agreement in effect between any of the Acquired Entities and any Indemnified Party (as defined in Section 4.9(i)); and (ii) any indemnification provision and any exculpation provision set forth in the certificate of incorporation or bylaws or equivalent organizational documents of the Acquired Entities as in effect on the date of this Agreement. The certificate of incorporation and bylaws of the Surviving Corporation and equivalent organizational documents of the Surviving Corporation’s Subsidiaries shall contain the provisions with respect to indemnification and exculpation from liability set forth in the Company’s certificate of incorporation and bylaws and equivalent organizational documents of the Company’s Subsidiaries on the date of this Agreement, and, during the period commencing at the Effective Time through and ending on the sixth anniversary of the Effective DateTime, Queens agrees to such provisions shall not be amended, repealed or otherwise modified in any manner that could adversely affect the rights thereunder of any Indemnified Party. (b) Without limiting the provisions of Section 4.9(a), during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Corporation shall indemnify and hold harmless harmless, to the fullest extent permitted by applicable law, each director Indemnified Party against and officer of Haven or from any of its Subsidiaries as of the date of this Agreement (eachcosts, an "Indemnified Party"), against any costs or fees and expenses (including reasonable attorneys' fees and expenses’ fees), judgments, fines, losses, claims, damages or damages, liabilities (collectively, "Costs") incurred and amounts paid in settlement in connection with any claim, actionLegal Proceeding, suit, proceeding arbitration or investigation, whether civil, criminal, administrative or investigative, arising to the extent such claim, Legal Proceeding, arbitration or investigation arises out of matters existing or occurring at pertains to: (i) any action or prior to omission or alleged action or omission in such Indemnified Party’s capacity as a director or officer of any of the Effective Time Acquired Entities (including the transactions contemplated by this Agreementregardless of whether such action or omission, including the entering into the Option Agreement)or alleged action or omission, whether asserted or claimed occurred prior to, at or after the Effective Time); or (ii) any of the transactions contemplated by this Agreement; provided, and however, that if, at any time prior to advance the sixth anniversary of the Effective Time, any such Costs to each Indemnified Party delivers to the Surviving Corporation a written notice asserting a claim for indemnification under this Section 4.9(b), then the claim asserted in such notice shall survive the sixth anniversary of the Effective Time until such time as they are from time to time incurredsuch claim is fully and finally resolved. In addition, in each case during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, to the fullest extent permitted by applicable law, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries to) advance, prior to the final disposition of any claim, proceeding, investigation or inquiry for which indemnification may be sought under this Agreement, promptly following request by an Indemnified Party therefor, all costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses) incurred by such Indemnified Party would have been indemnified as a director, officer or employee of Haven or any of its Subsidiaries under the DGCL. (b) Any Indemnified Party wishing to claim indemnification under Section 4.14(a), upon learning of in connection with any such claim, actionproceeding, suit, proceeding investigation or investigation, shall promptly notify Queens thereof, but the failure to so notify shall not relieve Queens inquiry upon receipt of any liability it may have hereunder to an undertaking by such Indemnified Party to repay such advances if it is ultimately decided in a final, non-appealable judgment by a court of competent jurisdiction that such failure does Indemnified Party is not materially prejudice the indemnifying partyentitled to indemnification. In the event of any such claim, actionLegal Proceeding, suit, proceeding arbitration or investigation, : (iA) Queens the Surviving Corporation shall have the right to assume control the defense thereof with counsel reasonably acceptable after the Effective Time (it being understood that, by electing to control the defense thereof, Parent and the Surviving Corporation shall be deemed to have waived any right to object to the Indemnified Party, and Queens shall not be liable ’s entitlement to such indemnification hereunder with respect thereto); (B) any counsel retained by the Indemnified Party Parties with respect to the defense thereof for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with period after the defense thereof, except that if Queens does not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens and the Indemnified Party, the Indemnified Party may retain counsel Effective Time must be reasonably satisfactory to such Indemnified Party, Parent; and Queens (C) the Surviving Corporation shall remain responsible for pay the reasonable fees and expenses of such counsel as set forth abovecounsel, to be paid promptly as after statements therefor are received; provided, however, that Queens shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction with respect to any given claim, action, suit, proceeding or investigation unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; (ii) the no Indemnified Party will reasonably cooperate in the defense of any such matter; and (iii) Queens shall not be liable for any settlement effected by an Indemnified Party without its prior written consent, which consent may not be withheld or delayed unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Party’s express written consent. Notwithstanding anything to the contrary contained in this Section 4.9(b) or elsewhere in this Agreement, Parent and the Surviving Corporation each agrees that it shall not settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, Legal Proceeding, arbitration or investigation for which indemnification may be sought under this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Parties from all liability arising out of such claim, Legal Proceeding, arbitration or investigation. (c) Queens shall pay all reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party in successfully enforcing Through the indemnity and other obligations provided for in this Section 4.14 to the fullest extent permitted under applicable law. The rights sixth anniversary of each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party may have under applicable law. (d) For a period of six years after the Effective Time, Queens Parent shall cause to be maintained in effect effect, for the former directors benefit of the Indemnified Parties, the current level and officers scope of Haven coverage under Queens' policy of directors directors’ and officers officers’ liability insurance no less advantageous to coverage as set forth in the beneficiaries thereof than the Company’s current policies of directors' ’ and officers' ’ liability insurance maintained by Havenpolicy in effect as of the date of this Agreement; provided, however, that that: (i) in no event shall Queens Parent be required to expend in any one year an amount in excess of 300% of the annual premium currently payable by the Company with respect to such current policy (the “Annual Cap”), it being understood that if the annual premiums payable for such insurance coverage exceed such amount, Parent shall be obligated to expendobtain a policy with the greatest coverage available for a cost equal to such amount; and (ii) in lieu of the foregoing, and notwithstanding anything contained in order clause “(i)” above, the Company may obtain a prepaid “tail” policy prior to maintain the Effective Time that provides the Indemnified Parties with directors’ and officers’ liability insurance for a period ending no earlier than the sixth anniversary of the Effective Time; provided that the cost of such “tail” policy shall be subject to the Annual Cap. (d) The obligations and liability of Parent, the Surviving Corporation and their respective Subsidiaries under this Section 4.9 shall be joint and several. (e) If Parent or provide the Surviving Corporation or any of their successors or assigns shall (i) consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume all of the obligations of the Surviving Corporation (or Parent) set forth in this Section 4.9. (f) The obligations set forth in this Section 4.9 shall not be terminated, amended or otherwise modified in any manner that adversely affects any Indemnified Party (or any other Person who is a beneficiary under the directors’ and officers’ liability insurance coverage pursuant or the “tail” policy referred to this Subsection 4.14(din Section 4.9(c) (and their heirs and representatives), any premium per annum in excess (each, an “Other Indemnified Party”) without the prior written consent of 200% such affected Indemnified Party or Other Indemnified Party. Each of the amount Indemnified Parties and Other Indemnified Parties are intended to be third party beneficiaries of this Section 4.9, with full rights of enforcement as if a party thereto. The rights of the annual premiums paid as Indemnified Parties and Other Indemnified Parties under this Section 4.9 shall be in addition to, and not in substitution for, any other rights that such persons may have under the certificates of incorporation, bylaws or other equivalent organizational documents, any and all indemnification agreements of or entered into by the Company or any of its Subsidiaries, or applicable Legal Requirement (whether at law or in equity). (g) This Section 4.9 shall survive consummation of the date hereof by Haven Merger and the Effective Time. This Section 4.9 is intended to benefit, and may be enforced by, the Indemnified Parties, the Other Indemnified Parties and their respective heirs, representatives, successors and assigns, and shall be binding on all successors and assigns of Parent and the Surviving Corporation. (h) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 4.9 is not prior to or in substitution for any such insurance claims under such policies. ("Maximum i) For purposes of this Agreement"); provided, further, that if the amount each Person who is or was an officer or director of any of the annual premiums necessary to maintain Acquired Entities at or procure such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage of directors' and officers' insurance obtainable for an annual premium equal at any time prior to the Maximum Amount; and provided, further, that officers and directors of Haven may Effective Time shall be required deemed to make application and provide customary representations and warranties to Queens' insurance carrier for the purpose of obtaining such insurancebe an “Indemnified Party.”

Indemnification; Directors’ and Officers’ Insurance. (a) From Parent shall cause the Surviving Corporation to honor, and after shall itself honor as if it were the Surviving Corporation, in each case, to the fullest extent permitted by applicable law, for a period of not less than six years from the Effective Time through (or, in the sixth anniversary of the Effective Date, Queens agrees to indemnify and hold harmless each director and officer of Haven or any of its Subsidiaries as of the date of this Agreement (each, an "Indemnified Party"), against any costs or expenses (including reasonable attorneys' fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out case of matters existing or occurring at or prior to the Effective Time (including that have not been resolved prior to the transactions contemplated by this Agreement, including the entering into the Option Agreement), whether asserted or claimed prior to, at or after sixth anniversary of the Effective Time, and until such matters are finally resolved), all rights to advance any such Costs to each Indemnified Party as they are from time to time incurred, indemnification or exculpation existing in each case to the fullest extent such Indemnified Party would have been indemnified as favor of a director, officer officer, employee, agent or employee benefit plan fiduciary (an “Indemnified Party”) of Haven the Company or any of its Subsidiaries under (including, without limitation, rights relating to advancement of expenses and indemnification rights to which such persons are entitled because they are serving as a director, officer, agent or employee of another entity at the DGCL. (b) Any Indemnified Party wishing to claim indemnification under Section 4.14(arequest of the Company or any of its Subsidiaries), upon learning as provided in the Organizational Documents of the Company or any such claimindemnification agreement, actionin each case, suit, proceeding or investigation, shall promptly notify Queens thereof, but as in effect on the failure to so notify shall not relieve Queens date of any liability it may have hereunder to such Indemnified Party if such failure does not materially prejudice the indemnifying party. In the event of any such claim, action, suit, proceeding or investigation, (i) Queens shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Partythis Agreement, and Queens shall not be liable relating to such Indemnified Party for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with actions or events through the defense thereof, except that if Queens does not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Queens shall remain responsible for the reasonable fees and expenses of such counsel as set forth above, to be paid promptly as statements therefor are receivedEffective Time; provided, however, that Queens shall any determination required to be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction made with respect to whether an Indemnified Party’s conduct complies with the standards set forth under the DGCL, the Organizational Documents of the Company or any given claimsuch agreement, as the case may be, shall be made by independent legal counsel jointly selected by such Indemnified Party and Parent; and provided, further, that nothing in this Section 6.13 shall impair any rights of any Indemnified Party. Without limiting the generality of the preceding sentence, in the event that any Indemnified Party becomes involved in any actual or threatened action, suit, claim, proceeding or investigation unless covered by this Section 6.13 after the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; (ii) the Indemnified Party will reasonably cooperate in the defense of any such matter; and (iii) Queens shall not be liable for any settlement effected by an Indemnified Party without its prior written consentEffective Time, which consent may not be withheld or delayed unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations againstParent shall, or defenses available shall cause the Surviving Corporation to, such Indemnified Party. (c) Queens shall pay all reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 to the fullest extent permitted under applicable by law. The rights of each Indemnified Party hereunder shall be in addition , promptly advance to any other rights such Indemnified Party may have under applicable lawhis or her legal or other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the providing by such Indemnified Party of an undertaking to reimburse all amounts so advanced in the event of a non-appealable determination of a court of competent jurisdiction that such Indemnified Party is not entitled thereto. (db) For The Surviving Corporation shall maintain the Company’s existing officers’ and directors’ liability insurance (“D&O Insurance”) for a period of six years after the Effective Time, Queens shall cause to be maintained Time so long as the annual premium therefor is not in effect for excess of 300% of the former directors and officers of Haven coverage under Queens' policy of directors and officers liability insurance no less advantageous last annual premium paid prior to the beneficiaries thereof than date hereof (the current policies of directors' and officers' liability insurance maintained by Haven“Current Premium”); provided, however, that in no event shall Queens be obligated to expendif the existing D&O Insurance expires, in order to maintain is terminated or provide insurance coverage pursuant to this Subsection 4.14(d), any cancelled during such six-year period or is at an annual premium per annum in excess of 200300% of the amount Current Premium, the Surviving Corporation will use its commercially reasonable efforts to obtain as much D&O Insurance as can be obtained for the remainder of such period for a premium not in excess of 300% (on an annualized basis) of the annual premiums paid as Current Premium. (c) If the Surviving Corporation or any of its successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then, and in each such case, proper provisions shall be made so that the successors and assigns of the date hereof by Haven for such insurance ("Maximum Agreement"); provided, further, that if the amount Surviving Corporation shall assume all of the annual premiums necessary obligations set forth in this Section 6.13. (d) The provisions of this Section 6.13 are intended to maintain or procure such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage of directors' and officers' insurance obtainable for an annual premium equal to the Maximum Amount; and provided, further, that officers and directors of Haven may be required to make application and provide customary representations and warranties to Queens' insurance carrier for the purpose benefit of, and shall be enforceable by, each of obtaining such insurancethe Indemnified Parties, their heirs and their representatives.

Indemnification; Directors’ and Officers’ Insurance. (a) From For a period of six (6) years from and after the Effective Time through the sixth anniversary of the Effective DateTime, Queens agrees to indemnify CenterState shall indemnify, defend and hold harmless each director the present and officer former directors, officers and employees of Haven or any of PBHC and its Subsidiaries as of (the date of this Agreement (each, an "“Indemnified Party"), Parties”) against any all costs or expenses (including reasonable attorneys' fees and expenses’ fees), judgments, fines, losses, claims, damages damages, settlements or liabilities (collectively, "Costs") as incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigativeinvestigative (each, a “Claim”), arising out of matters existing actions or omissions of such Persons in the course of performing their duties for PBHC occurring at or prior to before the Effective Time (including the transactions contemplated by hereby), to the greatest extent as such persons are indemnified or have the right to advancement of expenses pursuant to (i) the PBHC Charter, the PBHC Bylaws or the articles or certificate of incorporation or formation and bylaws (or comparable organizational documents) of PBHC’s Subsidiaries, each as in effect on the date of this Agreement, including and (ii) the entering into the Option Agreement), whether asserted or claimed prior to, at or after the Effective Time, and to advance any such Costs to each Indemnified Party as they are from time to time incurred, in each case to the fullest extent such Indemnified Party would have been indemnified as a director, officer or employee of Haven or any of its Subsidiaries under the DGCLFBCA. (b) Any Indemnified Party wishing to claim indemnification under this Section 4.14(a), 6.6 shall promptly notify CenterState upon learning of any such claimClaim, action, suit, proceeding or investigation, shall promptly notify Queens thereof, but the provided that failure to so notify shall not relieve Queens affect the obligation of any liability it may have hereunder CenterState under this Section 6.6 unless, and only to the extent that, CenterState is actually and materially prejudiced in the defense of such Indemnified Party if such failure does not materially prejudice the indemnifying partyClaim as a consequence. In the event of any such claim, action, suit, proceeding Claim (whether arising before or investigationafter the Effective Time), (i) Queens CenterState shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, and Queens CenterState shall not be liable to such Indemnified Party Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Party Parties in connection with the defense thereof, except unless such Indemnified Party is advised in writing by counsel that if Queens does the defense of such Indemnified Party by CenterState would create an actual or potential conflict of interest (in which case, CenterState shall not elect be obligated to assume such defense within a reasonable time reimburse or counsel indemnify any Indemnified Party for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Queens shall remain responsible for the reasonable fees and expenses of more than one such counsel as set forth above, to be paid promptly as statements therefor are received; provided, however, that Queens shall be obligated pursuant to this paragraph (b) to pay for only one firm of separate counsel for all Indemnified Parties Parties, in addition to one local counsel in the jurisdiction where defense of any one jurisdiction with respect Claim has been or is to any given claimbe asserted), action, suit, proceeding or investigation unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; (ii) the Indemnified Party Parties will reasonably cooperate in the defense of any such matter; and , (iii) Queens CenterState shall not be liable for any settlement effected by an Indemnified Party without its prior written consent, which consent may and CenterState shall not be withheld or delayed unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, settle any Claim without such Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed), and (iv) CenterState shall have no obligation hereunder in the event that a federal or state banking agency or a court of competent jurisdiction shall determine that indemnification of an Indemnified Party in the manner contemplated hereby is prohibited by applicable laws and regulations. (c) Queens shall pay all reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 to the fullest extent permitted under applicable law. The rights of each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party may have under applicable law. (d) For a period of six (6) years after following the Effective Time, Queens shall cause CenterState will use its commercially reasonable efforts to be maintained in effect for provide director’s and officer’s liability insurance (“D&O Insurance”) that serves to reimburse the present and former officers and directors of PBHC or its Subsidiaries (determined as of the Effective Time) with respect to claims against such directors and officers of Haven arising from facts or events occurring before the Effective Time (including the transactions contemplated hereby), which insurance will contain at least the same coverage under Queens' policy of directors and officers liability insurance amounts, and contain terms and conditions no less advantageous to the beneficiaries thereof than Indemnified Party, as the current policies of directors' and officers' liability insurance maintained coverage currently provided by HavenPBHC; provided, however, that in no event shall Queens be obligated to expend, in order (i) if CenterState is unable to maintain or provide obtain the insurance coverage pursuant to called for by this Subsection 4.14(dSection 6.6(c), any premium per annum in excess of 200% of the amount of the annual premiums paid then CenterState will provide as of the date hereof by Haven for such much comparable insurance as is reasonably available, ("Maximum Agreement"); provided, further, that if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage of directors' and officers' insurance obtainable for an annual premium equal to the Maximum Amount; and provided, further, that ii) officers and directors of Haven PBHC or its Subsidiaries may be required to make application and provide customary representations and warranties to Queens' insurance the carrier of the D&O Insurance for the purpose of obtaining such insurance, and (iii) in satisfaction of its obligations under this Section 6.6(c), CenterState may require PBHC to purchase, prior to but effective as of the Effective Time, tail insurance providing such coverage prior to Closing. Whether or not CenterState or PBHC shall procure such coverage, in no event shall PBHC expend, or CenterState be required to expend, for such tail insurance a premium amount in excess of an amount equal to 200% of the annual premiums paid by PBHC for D&O Insurance in effect as of the date of this Agreement (the “Maximum D&O Tail Premium”). If the cost of such tail insurance exceeds the Maximum D&O Tail Premium, then PBHC or CenterState, as applicable, shall obtain tail insurance coverage or a separate tail insurance policy with the greatest coverage available for a cost not exceeding the Maximum D&O Tail Premium. (d) If CenterState or any of its successors and assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its property and assets to any individual, corporation or other entity, then, in each such case, proper provision shall be made so that the successors and assigns of CenterState and its Subsidiaries shall assume the obligations set forth in this Section 6.6. (e) These rights shall survive consummation of the Merger and are intended to benefit, and shall be enforceable by, each Indemnified Party. After the Effective Time, the obligations of CenterState under this ‎Section 6.6 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party unless the affected Indemnified Party shall have consented in writing to such termination or modification. If any Indemnified Party makes any claim for indemnification or advancement of expenses under this ‎Section 6.6 that is denied by CenterState, and a court of competent jurisdiction determines that the Indemnified Party is entitled to such indemnification or advancement of expense, then CenterState or the Surviving Entity shall pay such Indemnified Party’s costs and expenses, including legal fees and expenses, incurred in connection with enforcing such claim against CenterState. If any Indemnified Party makes any claim for indemnification or advancement of expenses under the Section 6.6 that is denied by CenterState, and a court of competent jurisdiction determines that the Indemnified Party is not entitled to such indemnification or advancement of expense, the Indemnified Party shall pay CenterState’s or the Surviving Entity’s costs and expenses, including legal fees and expenses, incurred in connection with defending such claim against the Indemnified Party. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this ‎‎Section 6.6 is not prior to or in substitution for any such claims under such policies.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time through the sixth anniversary of the Effective DateTime, Queens agrees to Central Valley Community Bank shall 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 Folsom Lake Bank Articles and the Folsom Lake Bank Bylaws), each present and former director and officer of Haven or any of its Subsidiaries Folsom Lake Bank (in each case, when acting in such capacity), determined as of the date of this Agreement Effective Time (eachcollectively, an "the “Indemnified Party"), Parties”) against any costs or expenses (including reasonable attorneys' fees and expenses’ fees), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Effective Time (Time, including the transactions contemplated by this Agreement, including ; provided that the entering into the Option Agreement), whether asserted or claimed prior to, at or after the Effective Time, and to advance any such Costs to each Indemnified Party as they to whom expenses are from time advanced provides an undertaking to time incurred, in each case to the fullest extent repay such advances if it is ultimately determined that such Indemnified Party would have been indemnified as a director, officer or employee of Haven or any of its Subsidiaries under the DGCLis not entitled to indemnification by Central Valley Community Bank. (b) Any Indemnified Party wishing to claim indemnification under Section 4.14(a5.16(a), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Queens thereof, but the failure to so notify shall not relieve Queens of any liability it may have hereunder to such Indemnified Party if such failure does not materially prejudice the indemnifying party. In the event of any such claim, action, suit, proceeding or investigation, (i) Queens shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, and Queens shall not be liable to such Indemnified Party for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if Queens does not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Queens shall remain responsible for the reasonable fees and expenses of such counsel as set forth above, to be paid promptly as statements therefor are received; provided, however, that Queens shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction with respect to any given claim, action, suit, proceeding or investigation described above, will promptly notify CVCY and Central Valley Community Bank; provided that failure to so notify will not affect the obligations of Central Valley Community Bank under Section 5.16(a) unless and to the use of one counsel for such Indemnified Parties would present such counsel with extent that Central Valley Community Bank is actually and materially prejudiced as a conflict of interest; (ii) the Indemnified Party will reasonably cooperate in the defense of any such matter; and (iii) Queens shall not be liable for any settlement effected by an Indemnified Party without its prior written consent, which consent may not be withheld or delayed unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Partyconsequence. (c) Queens shall pay all reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 to the fullest extent permitted under applicable law. The rights of each Indemnified Party hereunder under this Section 5.16 shall be in addition to any other rights such Indemnified Party individual may have under the Folsom Lake Bank Articles and the Folsom Lake Bank Bylaws or any other applicable lawlaws or under any agreement of any Indemnified Party with Folsom Lake Bank. If Central Valley Community Bank or any of its successors or assigns consolidates with or merges into any other entity and is not the continuing or surviving entity of such consolidation or merger or transfers all or substantially all of its assets to any other entity, then and in each case, Central Valley Community Bank will cause proper provision to be made so that the successors and assigns of Central Valley Community Bank will assume the obligations of Central Valley Community Bank set forth in this Section 5.16. (d) For CVCY shall (and Folsom Lake Bank shall cooperate prior to the Effective Time in these efforts) maintain in effect for a period of six (6) years after the Effective Time, Queens shall cause to be maintained in effect for the former directors Time Folsom Lake Bank’s existing directors’ and officers of Haven coverage under Queens' policy of directors and officers officers’ liability insurance policy (provided that CVCY may substitute therefor (i) policies of at least the same coverage and amounts containing terms and conditions which are substantially no less advantageous or (ii) with the consent of Folsom Lake Bank given prior to the beneficiaries thereof than Effective Time, any other policy) with respect to claims arising from facts or events which occurred prior to the current policies of directors' Effective Time and officers' liability insurance maintained covering persons who are currently covered by Havensuch insurance; provided, however, provided that in no event CVCY shall Queens not be obligated to expendmake aggregate annual premium payments for such six (6)-year period in respect of such policy (or coverage replacing such policy) which exceed, in order for the portion related to maintain or provide insurance coverage pursuant to this Subsection 4.14(d)Folsom Lake Bank’s directors and officers, any premium per annum in excess of 200250% of the annual premium payments on Folsom Lake Bank’s current policy in effect as of the date of this Agreement (the “Maximum Amount”). If the amount of the annual premiums paid as of the date hereof by Haven for such insurance ("Maximum Agreement"); provided, further, that if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, Queens CVCY shall obtain maintain the most advantageous coverage policies of directors' ’ and officers' ’ liability insurance obtainable for an annual a premium equal to the Maximum Amount; and provided. In lieu of the foregoing, furtherCVCY, or Folsom Lake Bank with the prior written consent of CVCY (not to be unreasonably withheld) (in the case of the Folsom Lake Bank, with an aggregate cost not to exceed $100,000), may obtain on or prior to the Effective Time, a six (6)-year “tail” prepaid policy providing equivalent coverage to that officers and directors described in this Section 5.16(d). (e) The provisions of Haven may this Section 5.16 are intended to be required to make application and provide customary representations and warranties to Queens' insurance carrier for the purpose of obtaining such insurancebenefit 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 Without limiting or being limited by the provisions of Section 7.7(b) and after to the extent permitted by applicable Law, during the period commencing as of the Merger Effective Time through and ending on the sixth (6th) anniversary of the Merger Effective DateTime, Queens agrees to indemnify STAR shall (and shall cause the Surviving Entity to): (i) indemnify, defend and hold harmless each director Indemnified Party against and officer of Haven or any of its Subsidiaries as of the date of this Agreement (each, an "Indemnified Party"), against from any costs or expenses (including reasonable attorneys' fees and expenses’ fees), judgments, fines, losses, claims, damages or damages, liabilities (collectively, "Costs") incurred and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising Action to the extent such Action arises out of matters existing or occurring at pertains to (x) any action or prior to omission or alleged action or omission in such Indemnified Party’s capacity as a manager, director, officer, partner, member, trustee, employee or agent of SIR or any of the Effective Time SIR Subsidiaries, or (including y) this Agreement or any of the transactions contemplated by this Agreement, including the entering into Merger; and (ii) pay in advance of the Option Agreement), whether asserted or claimed prior to, at or after the Effective Time, and to advance final disposition of any such Costs to each Action the expenses (including reasonable attorneys’ fees and any expenses incurred by any Indemnified Party as they are from time in connection with enforcing any rights with respect to time incurredindemnification) of any Indemnified Party without the requirement of any bond or other security, in each case to the fullest extent permitted by Law, but subject to STAR’s or the Surviving Entity’s receipt of an undertaking by or on behalf of such Indemnified Party would have been indemnified as a director, officer or employee of Haven or any of its Subsidiaries under the DGCL. (b) Any to repay such amount if it shall ultimately be determined that such Indemnified Party wishing is not entitled to claim indemnification under Section 4.14(a)be indemnified. Notwithstanding anything to the contrary set forth in this Agreement, upon learning STAR or the Surviving Entity, as applicable, (i) shall not settle or compromise or consent to the entry of any such judgment or otherwise seek termination with respect to any claim, action, suit, suit or proceeding against or investigation, shall promptly notify Queens thereof, but the failure to so notify shall not relieve Queens investigation of any liability it Indemnified Party for which indemnification may have hereunder to be sought under this Section 7.7(a) without the Indemnified Party’s 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 if such failure does not materially prejudice the indemnifying party. In the event from all liability arising out of any such claim, action, suit, proceeding or investigation, (i) Queens shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, and Queens shall not be liable to such Indemnified Party for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if Queens does not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Queens shall remain responsible for the reasonable fees and expenses of such counsel as set forth above, to be paid promptly as statements therefor are received; provided, however, that Queens shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction with respect to any given claim, action, suit, proceeding or investigation unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; (ii) the Indemnified Party will reasonably cooperate in the defense of any such matter; and (iii) Queens shall not be liable for any settlement effected by an Indemnified Party without its prior written consent, consent (which consent may shall not be withheld unreasonably withheld, delayed or delayed conditioned) and (iii) shall not have any obligation hereunder to any Indemnified Party to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable Law, in which case the Indemnified Party shall promptly refund to STAR or the Surviving Entity the amount of all such expenses theretofore advanced pursuant hereto. (b) Without limiting the foregoing, and to the extent permitted by applicable Law, each of STAR and the Surviving Entity agree that, during the period commencing as of the Merger Effective Time and ending on the sixth (6th) anniversary of the Merger Effective Time, all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Merger Effective Time, and advancement of expenses, now existing in favor of the current or former managers, directors, officers, partners, members, trustees, employees, agents, fiduciaries or other individuals of SIR or any of the SIR Subsidiaries (each an “Indemnified Party” and collectively, the “Indemnified Parties”) as provided in (i) the SIR Charter, the SIR Bylaws or, if applicable, similar organizational documents or agreements of any SIR Subsidiary (the “SIR Organizational Documents”) and (ii) indemnification agreements of SIR shall survive the Merger and shall continue in full force and effect in accordance with their terms. For a period of six (6) years following the Merger Effective Time, the organizational documents of the STAR and Surviving Entity and the organizational documents of any applicable STAR Subsidiary or SIR Subsidiary shall contain provisions no less favorable with respect to indemnification and limitations on liability of directors and officers than are set forth in the STAR Governing Documents or, if applicable, similar organizational documents or agreements of any STAR Subsidiary. The STAR Governing Documents provisions shall not be amended, repealed or otherwise modified for a period of six (6) years following the Merger Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Merger Effective Time, were Indemnified Parties, unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Partymodification shall be required by applicable Law and then only to the minimum extent required by applicable Law. (c) Queens To the extent that any Indemnified Party shall reasonably believe that representation by counsel designated by STAR or the Surviving Entity in connection with any action, suit, proceeding, investigation or inquiry results in a conflict of interest or if the Indemnified Party believes it has defenses additional to or different from those available to STAR or the Surviving Entity, such Indemnified Party shall have the right to employ such person’s own separate counsel, at STAR’s or the Surviving Entity’s expense; provided, however, that such separate counsel shall, to the extent consistent with its professional responsibilities, cooperate with STAR or the Surviving Entity and any counsel designated by STAR or the Surviving Entity. (d) STAR shall obtain an extended reporting period coverage under STAR’s directors’ and officers’ liability insurance policies or the substantial equivalent of such coverage (to be effective as of the Merger Effective Time) with a policy period of six (6) years after the Merger Effective Time, on prepaid and non-cancellable terms, for a cost not in excess of three times the current annual premiums for such insurance. STAR and the Surviving Entity shall not take any action to terminate or modify the terms of the extended reporting period coverage. (e) If STAR or the Surviving Entity or any of their respective successors or assigns (i) consolidates with or merges with or into any other Person and shall not be the continuing or surviving corporation, partnership or other entity of such consolidation or merger or (ii) liquidates, dissolves or winds-up, or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of STAR or the Surviving Entity, as applicable, assume the obligations set forth in this Section 7.7. (f) STAR shall cause the Surviving Entity to pay all reasonable Costsexpenses, including reasonable attorneys' ’ fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 7.7. (g) The provisions of this Section 7.7 are intended to be for the fullest extent permitted under applicable law. The rights of express benefit of, and shall be enforceable by, each Indemnified Party hereunder (who are intended third party beneficiaries of this Section 7.7), his or her heirs and his or her personal representatives, shall be binding on all successors and assigns of STAR, SIR and the Surviving Entity and shall not be amended in addition a manner that is adverse to the Indemnified Party (including his or her successors, assigns and heirs) without the prior written consent of the Indemnified Party (including such successors, assigns and heirs) affected thereby. The exculpation and indemnification provided for by this Section 7.7 shall not be deemed to be exclusive of any other rights such to which an Indemnified Party may have under applicable law. (d) For a period of six years after the Effective Timeis entitled, Queens shall cause to be maintained in effect for the former directors and officers of Haven coverage under Queens' policy of directors and officers liability insurance no less advantageous to the beneficiaries thereof than the current policies of directors' and officers' liability insurance maintained by Haven; provided, however, that in no event shall Queens be obligated to expend, in order to maintain or provide insurance coverage whether pursuant to this Subsection 4.14(d)applicable Law, any premium per annum in excess of 200% of the amount of the annual premiums paid as of the date hereof by Haven for such insurance ("Maximum Agreement"); provided, further, that if the amount of the annual premiums necessary to maintain Contract or procure such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage of directors' and officers' insurance obtainable for an annual premium equal to the Maximum Amount; and provided, further, that officers and directors of Haven may be required to make application and provide customary representations and warranties to Queens' insurance carrier for the purpose of obtaining such insuranceotherwise.

Indemnification; Directors’ and Officers’ Insurance. (a) From Without derogation of the obligations of Parent and the Surviving Corporation pursuant to Section 5.09(b), from and after the Effective Time through Time, each of Parent and the sixth anniversary of the Effective Date, Queens agrees to Surviving Corporation shall jointly and severally: (i) indemnify and hold harmless each individual who served as a director and and/or officer of Haven the Company or any of its Subsidiaries as of the date of this Agreement (each, an "Indemnified Party"), against any costs or expenses (including reasonable attorneys' fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Effective Time (including collectively, the transactions contemplated by this Agreement, including the entering into the Option Agreement), whether asserted or claimed prior to, at or after the Effective Time, and to advance any such Costs to each “Indemnified Party as they are from time to time incurred, in each case Parties”) to the fullest extent authorized or permitted by Delaware law, as now or hereafter in effect, in connection with any Claim and any judgments, fines (including excise taxes), penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such judgments, fines, penalties or amounts paid in settlement) resulting therefrom; and (ii) promptly pay on behalf of or, within thirty (30) days after any request for advancement, advance to each of the Indemnified Party would have been indemnified Parties, to the fullest extent authorized or permitted by Delaware law, as now or hereafter in effect, any Expenses incurred in defending, serving as a directorwitness with respect to or otherwise participating in any Claim in advance of the final disposition of such Claim, officer including payment on behalf of or employee of Haven or any of its Subsidiaries under the DGCL. (b) Any Indemnified Party wishing to claim indemnification under Section 4.14(a), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Queens thereof, but the failure to so notify shall not relieve Queens of any liability it may have hereunder to such Indemnified Party if such failure does not materially prejudice the indemnifying party. In the event of any such claim, action, suit, proceeding or investigation, (i) Queens shall have the right to assume the defense thereof with counsel reasonably acceptable advancement to the Indemnified Party, and Queens shall not be liable to such Indemnified Party for of any legal expenses of other counsel subsequently Expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement, in each case without the defense thereofrequirement of any bond or other security, except that if Queens does not elect but in the case of advancement of Expenses upon receipt of an undertaking, to assume the extent required by applicable Law, from such defense within a reasonable time or counsel for the Indemnified Party at to repay such advanced Expenses if it is determined by a court of competent jurisdiction in a final order that such Indemnified Party was not entitled to indemnification hereunder with respect to such Expenses. In the event any time advises that there are issues which raise conflicts of interest between Queens and the Claim is brought against any Indemnified Party, Parent and the Surviving Corporation shall each use all commercially reasonable efforts to assist in the vigorous defense of such matter, provided that neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any Claim (and in which indemnification could be sought by such Indemnified Party may retain counsel satisfactory hereunder) without the prior written consent of such Indemnified Party if and to the extent the claimant seeks any non-monetary relief from such Indemnified Party, which consent will not be unreasonably withheld, conditioned or delayed. The indemnification and Queens shall remain responsible for advancement obligations of Parent and the reasonable fees and expenses of such counsel as set forth above, to be paid promptly as statements therefor are received; provided, however, that Queens shall be obligated Surviving Corporation pursuant to this paragraph Section 5.09(a) shall extend to acts or omissions occurring at or before the Effective Time and any Claim relating thereto (b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction including with respect to any given claim, action, suit, proceeding acts or investigation unless omissions occurring in connection with the use approval of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; (ii) this Agreement and the Indemnified Party will reasonably cooperate in the defense of any such matter; and (iii) Queens shall not be liable for any settlement effected by an Indemnified Party without its prior written consent, which consent may not be withheld or delayed unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Party. (c) Queens shall pay all reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 to the fullest extent permitted under applicable law. The rights of each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party may have under applicable law. (d) For a period of six years after the Effective Time, Queens shall cause to be maintained in effect for the former directors and officers of Haven coverage under Queens' policy of directors and officers liability insurance no less advantageous to the beneficiaries thereof than the current policies of directors' and officers' liability insurance maintained by Haven; provided, however, that in no event shall Queens be obligated to expend, in order to maintain or provide insurance coverage pursuant to this Subsection 4.14(d), any premium per annum in excess of 200% consummation of the amount of the annual premiums paid as of the date hereof by Haven for such insurance ("Maximum Agreement"); provided, further, that if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage of directors' transactions contemplated hereby and officers' insurance obtainable for an annual premium equal to the Maximum Amount; any Claim relating thereto) and provided, further, that officers and directors of Haven may be required to make application and provide customary representations and warranties to Queens' insurance carrier for the purpose of obtaining such insurance.all rights

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time through the sixth anniversary of the Effective Date, Queens RBI agrees to indemnify and hold harmless each present and former director and officer of Haven or any of TRFC and its Subsidiaries and each officer or employee of TRFC and its Subsidiaries that is serving or has served as a director or trustee of the date of this Agreement another entity expressly at TRFC's request or direction (each, an "Indemnified Party"), against any costs or expenses (including reasonable attorneys' fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement, including the entering into of the TRFC Option Agreement), whether asserted or claimed prior to, at or after the Effective Time, and to advance any such Costs to each Indemnified Party as they are from time to time incurred, in each case to the fullest extent such Indemnified Party would have been indemnified as a director, officer or employee of Haven or any of TRFC and its Subsidiaries and as then permitted under the DGCLapplicable law. (b) Any Indemnified Party wishing to claim indemnification under Section 4.14(a), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Queens RBI thereof, but the failure to so notify shall not relieve Queens RBI of any liability it may have hereunder to such Indemnified Party if such failure does not materially and substantially prejudice the indemnifying party. In the event of any such claim, action, suit, proceeding or investigation, (i) Queens RBI shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, Party and Queens RBI shall not be liable to such Indemnified Party for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if Queens RBI does not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens RBI and the Indemnified PartyParty (and counsel for RBI does not disagree), the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Queens RBI shall remain responsible for the reasonable fees and expenses of such counsel as set forth above, to be paid promptly as statements therefor are received; providedPROVIDED, howeverHOWEVER, that Queens RBI shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction with respect to any given claim, action, suit, proceeding or investigation unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; (ii) the Indemnified Party will reasonably cooperate in the defense of any such matter; and (iii) Queens RBI shall not be liable for any settlement effected by an Indemnified Party without its prior written consent, which consent may not be withheld or delayed unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Party. (c) Queens RBI shall pay all reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 to the fullest extent permitted under applicable law. The rights of each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party may have under applicable law. (d) For a period of six years after the Effective Time, Queens RBI shall cause to be maintained in effect for the former directors and officers of Haven TRFC coverage under Queens' RBI's policy of directors and officers liability insurance no less advantageous to the beneficiaries thereof than the current policies of directors' and officers' liability insurance maintained by HavenTRFC; providedPROVIDED, howeverHOWEVER, that in no event shall Queens RBI be obligated to expend, in order to maintain or provide insurance coverage pursuant to this Subsection 4.14(d), any premium per annum in excess of 200175% of the amount of the annual premiums paid as of the date hereof by Haven TRFC for such insurance ("Maximum Agreement"); providedPROVIDED, furtherFURTHER, that if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, Queens RBI shall obtain the most advantageous coverage of directors' and officers' insurance obtainable for an annual premium equal to the Maximum Amount; and providedPROVIDED, furtherFURTHER, that officers and directors of Haven TRFC may be required to make application and provide customary representations and warranties to Queens' RBI's insurance carrier for the purpose of obtaining such insurance.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time through the sixth anniversary of the Effective Datethereof, Queens Dime agrees to indemnify indemnify, defend and hold harmless each present and former director and officer of Haven or any of BFS and its Subsidiaries subsidiaries determined as of the date of this Agreement Effective Time (each, an the "Indemnified PartyParties")) against all losses, against any costs or claims, damages, costs, expenses (including reasonable attorneys' fees and expensesfees), judgments, fines, losses, claims, damages liabilities or liabilities (collectively, "Costs") incurred judgments of or in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, investigation arising out of matters existing or occurring at or prior to the Effective Time (including a "Claim") in which an Indemnified Party is, or is threatened to be made, a party or a witness based in whole or in part on, or arising in whole or in part out of, the transactions contemplated by this Agreementfact that such person is or was a director or officer of BFS or any of its subsidiaries, including the entering into the Option Agreement), regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time, to the fullest extent to which directors and to officers of BFS are entitled under Delaware or other applicable law as in effect on the date hereof (and Dime shall pay expenses in advance of the final disposition of any such Costs action or proceeding to each Indemnified Party as they are from time to time incurred, in each case to the fullest extent permissible to a Delaware corporation under Delaware law as in effect on the date hereof; provided, that the person to whom expenses are advanced provides an undertaking to repay such Indemnified Party would have been indemnified as expenses if it is ultimately determined that such person is not entitled to indemnification). All rights to indemnification in respect of a director, officer Claim asserted or employee made within the period described in the preceding sentence shall continue until the final disposition of Haven or any of its Subsidiaries under the DGCLsuch Claim. (b) Any Indemnified Party wishing to claim indemnification under Section 4.14(a5.12(a), upon learning of any such claim, action, suit, proceeding or investigationClaim, shall promptly notify Queens thereofDime, but the failure to so notify shall not relieve Queens Dime of any liability it may have hereunder to such Indemnified Party if except to the extent that such failure does not materially prejudice the indemnifying partyprejudices Dime. In the event of any such claim, action, suit, proceeding or investigationClaim, (i1) Queens Dime shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, and Queens shall not be liable to such Indemnified Party Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Party Parties in connection with the defense thereof, except that that, if Queens does Dime elects not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time Parties advises that there are issues which raise conflicts of interest between Queens Dime and the Indemnified PartyParties, the Indemnified Party Parties may retain counsel satisfactory to such Indemnified Partythem, and Queens Dime shall remain responsible for the pay all reasonable fees and expenses of such counsel as set forth above, to be paid for the Indemnified Parties promptly as statements therefor are received; provided, however, that Queens shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction with respect to any given claim, action, suit, proceeding or investigation unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; (ii2) the Indemnified Party Parties will reasonably cooperate in the defense of any such matter; Claim and (iii3) Queens Dime shall not be liable for any settlement effected by an Indemnified Party without its prior written consent, consent (which consent may shall not unreasonably be withheld or delayed unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Partywithheld). (c) Queens Dime shall pay use all reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party in successfully enforcing efforts to cause the indemnity persons serving as officers and other obligations provided for in this Section 4.14 directors of BFS immediately prior to the fullest extent permitted under applicable law. The rights of each Indemnified Party hereunder shall Effective Time to be in addition to any other rights such Indemnified Party may have under applicable law. (d) For covered for a period of six three years after from the Effective Time, Queens shall cause to be maintained in effect for Time by the former directors and officers of Haven coverage under Queens' policy of directors and officers liability insurance no less advantageous to the beneficiaries thereof than the current policies of directors' and officers' liability insurance policy maintained by HavenBFS (provided that Dime 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 Queens Dime be obligated required to expend, in order to maintain or provide insurance coverage pursuant to this Subsection 4.14(d), any premium per annum in excess of expend more than 200% of the current amount of expended by BFS (the annual premiums paid as of the date hereof by Haven for such insurance ("Maximum AgreementInsurance Amount"); provided, further, that if the amount of the annual premiums necessary ) to maintain or procure such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage of directors' and officers' insurance obtainable for an annual premium equal to the Maximum Amountpursuant hereto; and provided, further, that officers and directors of Haven may be required if Dime is unable to make application and provide customary representations and warranties maintain or obtain the insurance called for by this Section 5.12(c), Dime shall use all reasonable efforts to Queens' obtain as much comparable insurance carrier as is available for the purpose Insurance Amount. (d) In the event Dime or any of obtaining is successors or assigns (1) consolidates with or merges into any other Person and shall not continue or survive such insuranceconsolidation or merger, or (2) 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 Dime assume the obligations set forth in this Section 5.12. (e) The provisions of this Section 5.12 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 Effective Time through the sixth anniversary of the Effective DateTime, Queens agrees to CVCY shall 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 CWBC Articles and the CWBC Bylaws), each present and former director and officer of Haven or any of its Subsidiaries CWBC and Community West Bank (in each case, when acting in such capacity), determined as of the date of this Agreement Effective Time (eachcollectively, an "the “Indemnified Party"), Parties”) against any costs or expenses (including reasonable attorneys' fees and expenses’ fees), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Effective Time (Time, including the transactions contemplated by this Agreement, including ; provided that the entering into the Option Agreement), whether asserted or claimed prior to, at or after the Effective Time, and to advance any such Costs to each Indemnified Party as they to whom expenses are from time advanced provides an undertaking to time incurred, in each case to the fullest extent repay such advances if it is ultimately determined that such Indemnified Party would have been indemnified as a director, officer or employee of Haven or any of its Subsidiaries under the DGCLis not entitled to indemnification by XXXX. (b) Any Indemnified Party wishing to claim indemnification under Section 4.14(a6.16(a), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Queens thereof, but the failure to so notify shall not relieve Queens of any liability it may have hereunder to such Indemnified Party if such failure does not materially prejudice the indemnifying party. In the event of any such claim, action, suit, proceeding or investigation, (i) Queens shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, and Queens shall not be liable to such Indemnified Party for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if Queens does not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Queens shall remain responsible for the reasonable fees and expenses of such counsel as set forth above, to be paid promptly as statements therefor are received; provided, however, that Queens shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction with respect to any given claim, action, suit, proceeding or investigation described above, will promptly notify CVCY; provided that failure to so notify will not affect the obligations of CVCY under Section 6.16(a) unless and to the use of one counsel for such Indemnified Parties would present such counsel with extent that CVCY is actually and materially prejudiced as a conflict of interest; (ii) the Indemnified Party will reasonably cooperate in the defense of any such matter; and (iii) Queens shall not be liable for any settlement effected by an Indemnified Party without its prior written consent, which consent may not be withheld or delayed unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Partyconsequence. (c) Queens shall pay all reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 to the fullest extent permitted under applicable law. The rights of each Indemnified Party hereunder under this Section 6.16 shall be in addition to any other rights such Indemnified Party individual may have under the CWBC Articles and the CWBC Bylaws or any other applicable lawLaw or under any agreement of any Indemnified Party with CWBC. If CVCY or any of its successors or assigns consolidates with or merges into any other entity and is not the continuing or surviving entity of such consolidation or merger or transfers all or substantially all of its assets to any other entity, then and in each case, CVCY will cause proper provision to be made so that the successors and assigns of CVCY will assume its obligations set forth in this Section 6.16. (d) For a period of six years after Prior to the Effective Time, Queens shall cause CWBC shall, or if CWBC is unable to, CVCY as of the Effective Time shall, obtain and fully pay for “tail” insurance with a claims period of at least six (6) years from and after the Effective Time with respect to be maintained in effect for the former directors directors’ and officers of Haven coverage under Queens' policy of directors and officers officers’ liability insurance no less advantageous and fiduciary liability insurance (collectively, “D&O Insurance”) with benefits and levels of coverage at least as favorable to the beneficiaries thereof than Indemnified Parties as CWBC’s existing policies with respect to matters existing or occurring at or prior to the current policies of directors' and officers' liability insurance maintained by HavenEffective Time (including in connection with this Agreement or the transactions or actions contemplated hereby); provided, however, that in no event shall Queens be obligated to expend, in order to maintain or provide CWBC expend for “tail” insurance coverage pursuant to this Subsection 4.14(d), any policies a premium per annum amount in excess of 200250% of the amount of the annual premiums paid on CWBC’s existing policies as of the date hereof by Haven of this Agreement (the “Maximum Amount”). If the Parties for any reason fail to obtain such “tail” insurance policies as of the Effective Time, CVCY shall continue to maintain in effect 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 with benefits and levels of coverage at least as favorable to the Indemnified Parties as provided in CWBC’s existing policies as of the date of this Agreement, or CVCY shall purchase comparable D&O Insurance for such insurance ("six-year period with benefits and levels of coverage at least as favorable to the Indemnified Parties as provided in CWBC’s existing policies as of the date of this Agreement; provided, however, that in no event shall the Parties be required to expend for such policies an annual premium amount in excess of the Maximum Agreement")Amount; and, provided, further, that if the amount of the annual premiums necessary to maintain or procure of such insurance coverage exceeds the Maximum Amountexceed such amount, Queens CVCY or CWBC shall obtain a policy with the most advantageous greatest coverage available for a cost not exceeding such amount. (e) The provisions of directors' and officers' insurance obtainable for an annual premium equal this Section 6.16 are intended to the Maximum Amount; and provided, further, that officers and directors of Haven may be required to make application and provide customary representations and warranties to Queens' insurance carrier for the purpose of obtaining such insurancebenefit 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 Effective Time through the sixth anniversary of the Effective Date, Queens agrees to Teva shall indemnify and hold harmless (i) to the fullest extent permitted under applicable Law and (ii) without limitation of clause (i), as required pursuant to the existing indemnity agreements of Sicor (and Teva also shall advance attorneys' fees and expenses as incurred (x) to the fullest extent permitted under applicable Law and (y) without limitation of clause (x), as required pursuant to the existing indemnity agreements of Sicor, provided, if and only to the extent required by the DGCL and such existing indemnity agreements, 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 director present and former director, officer and employee of Haven or any of Sicor and its Subsidiaries as of (collectively, the date of this Agreement (each, an "Indemnified PartyParties"), ) against any costs or expenses (including reasonable attorneys' fees and expenses), judgments, fines, losses, claims, settlements, damages or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (Time, including the transactions contemplated by this Agreement, including the entering into the Option Agreement), whether asserted or claimed prior to, at or after the Effective Time, and to advance any such Costs to each Indemnified Party as they are from time to time incurred, in each case to the fullest extent such Indemnified Party would have been indemnified as a director, officer or employee of Haven or any of its Subsidiaries under the DGCLhereby. (b) Any Indemnified Party wishing to claim indemnification under paragraph (a) of this Section 4.14(a)7.13, upon learning receiving written notification of any such claim, action, suit, proceeding or investigation, shall promptly notify Queens Teva thereof, but the failure to so notify shall not relieve Queens Teva of any liability it may have hereunder to such Indemnified Party if except if, and only to the extent that, such failure does not materially prejudice the indemnifying partyand irreversibly prejudices Teva. In the event of any such claim, action, suit, proceeding or investigationinvestigation (whether arising before or after the Effective Time), (i) Queens Teva shall have pay the right to assume the defense thereof with fees and expenses of counsel reasonably acceptable to selected by the Indemnified Party, promptly after statements therefor are received, and Queens shall not be liable otherwise advance to such Indemnified Party for upon request reimbursement of documented expenses reasonably incurred, (ii) Teva will cooperate in the defense of any legal expenses of other counsel subsequently incurred by such matter, and (iii) any determination required to be made with respect to whether an Indemnified Party in connection Party's conduct complies with the defense thereof, except that if Queens does not elect standards set forth under applicable Law shall be made by independent counsel mutually acceptable to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens Teva and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Queens shall remain responsible for the reasonable fees and expenses of such counsel as set forth above, to be paid promptly as statements therefor are received; provided, however, that Queens (A) Teva shall be obligated pursuant to this paragraph (bSection 7.13(b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction with respect jurisdiction, except to the extent there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any given claim, action, suit, proceeding or investigation unless significant issue between the use positions of one counsel for such Indemnified Parties would present such counsel Party and any other Indemnified Party or Indemnified Parties, in which case each Indemnified Party with a conflict of interest; conflicting position on a significant issue shall be entitled to retain separate counsel mutually satisfactory to Teva and such Indemnified Party, (iiB) the Indemnified Party will reasonably Parties shall cooperate in the defense of any such matter; matter and (iiiC) Queens Teva shall not be liable for any settlement effected by an Indemnified Party without its prior written consent, consent (which consent may not be unreasonably withheld or delayed unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Partydelayed). (c) Queens shall pay all reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 to the fullest extent permitted under applicable law. The rights As of each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party may have under applicable law. (d) For a period of six years after the Effective Time, Queens Teva or Merger Sub shall cause to be maintained in effect for the former directors and officers of Haven coverage under Queens' policy of directors and officers liability insurance no less advantageous to the beneficiaries thereof than the current policies of have purchased directors' and officers' liability insurance maintained coverage for Sicor's directors and officers for a period of six (6) years after the Effective Time which provides runoff coverage on the same terms and conditions as that currently provided by HavenSicor for its directors and officers (as disclosed to Teva prior to the date hereof) but broadened to include entity securities coverage, in an amount of $50 million; provided, however, that in no event Teva or Merger Sub shall Queens not be obligated required to expend, in order to maintain or provide insurance coverage pursuant to this Subsection 4.14(d), any pay an aggregate premium per annum in excess of 200% of the amount of the annual premiums paid as of the date hereof by Haven for such insurance ("Maximum Agreement")$6 million; and, provided, further, that if Teva or Merger Sub have not purchased such limits of insurance at such cost by the amount 30th day before the Effective Time, Sicor will purchase as much coverage as is available for such amount. (d) The Certificate of Incorporation and By-Laws of the annual premiums necessary Surviving Corporation shall include provisions for exculpation of director and officer liability and indemnification on the same basis as set forth in Sicor's certificate of incorporation and by-laws in effect on the date hereof. For six (6) years after the Effective Time, Teva shall cause the Surviving Corporation to maintain in effect the provisions in its Certificate of Incorporation providing for indemnification of Indemnified Parties, with respect to facts and circumstances occurring at or procure such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage of directors' and officers' insurance obtainable for an annual premium equal prior to the Maximum Amount; and providedEffective Time, furtherto the fullest extent permitted from time to time under the DGCL, that officers and directors of Haven may which provisions shall not be amended except as required by applicable Law or except to make application changes permitted by applicable Law that would increase the scope of the Indemnified Parties' indemnification rights thereunder. (e) If Teva or the Surviving Corporation or any of its successors or assigns shall (i) consolidate with or merge into any other Person and provide customary representations shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfer all or substantially all of its properties and warranties assets to Queens' insurance carrier any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of Teva or the Surviving Corporation, as the case may be, shall assume all of the obligations of Teva and the Surviving Corporation set forth in this Section 7.13. (f) The rights of each Indemnified Party under this Section 7.13 shall be in addition to any right such Person might have under the certificate of incorporation or by-laws of Sicor or any of its Subsidiaries, or under applicable Law (including the DGCL) or under any agreement of any Indemnified Party with Sicor or any of its Subsidiaries. The provisions of this Section 7.13 are intended to be for the purpose benefit of, and shall be enforceable by, each of obtaining such insurancethe Indemnified Parties, their respective heirs and representatives.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after In the Effective Time through the sixth anniversary event of the Effective Date, Queens agrees to indemnify and hold harmless each director and officer of Haven any threatened or any of its Subsidiaries as of the date of this Agreement (each, an "Indemnified Party"), against any costs or expenses (including reasonable attorneys' fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any actual claim, action, suit, demand, proceeding or investigation, whether civil, criminalcriminal or administrative (each, administrative an “Action”), in which any person who is now, or investigativehas been at any time prior to the date hereof, or who becomes prior to the Merger Effective Time, a director or officer of the Company (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to the negotiation, execution or performance of this Agreement, any agreement or document delivered in connection herewith, or any of the transactions contemplated hereby, from and after the Merger Effective Time, the Purchaser Parties and the Surviv- ing Company (together with the Company, the “Indemnitors”), shall jointly and severally indemnify and hold harmless, to the fullest extent that a Delaware corporation is permitted under applicable Law to indemnify its own directors and officers, each Indem- nified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settle- ment reasonably incurred or suffered by such Indemnified Party in connection with any such Action (collectively, “Indemnifiable Amounts”), and in the event of any such Action, if and to the extent the DGCL permits, the Indemnitors shall, to the fullest extent permitted by applicable Law, within twenty (20) days of written request, advance ex- penses incurred by an Indemnified Party in defending any such Action pending its final disposition. (b) The Indemnitors shall have the right to defend each Indemnified Party in any Action that may give rise to the payment of Indemnifiable Amounts here- under; provided, however, that the Indemnitors shall notify such Indemnified Party of any such decision to defend within thirty (30) calendar days of receipt of written notice of any such Action, and provided, further, that the Indemnitors shall not, without the prior written consent of such Indemnified Party, consent to the entry of any judgment against such Indemnified Party or enter into any settlement or compromise that (i) includes an admission of fault of such Indemnified Party or (ii) does not include, as an unconditional term thereof, the full release of such Indemnified Party from all liability in respect of such Action, which release shall be in form and substance reasonably satisfactory to such Indem- nified Party. (c) Notwithstanding Section 5.10(b), if in any Action to which an In- demnified Party is entitled to indemnification under Section 5.10(a), the Indemnitors fail to assume the defense of such Action in a timely manner, such Indemnified Party shall be entitled to be represented by separate legal counsel of such Indemnified Party’s choice at the expense of the Indemnitors; provided, however, that none of the Indemnitors shall be liable for any settlement effected without its prior written consent. For the avoidance of doubt, the obligations of the Indemnitors under this Section 5.10 shall continue after the Closing Date. (d) Any Indemnified Party wishing to claim indemnification under this Section 5.10, upon learning of any such Action, shall promptly notify the Company and, after the Merger Effective Time, the Surviving Company, thereof; provided, however, that the failure to so notify shall not affect the obligations of the Company and the Surviving Company except to the extent, if any, that such failure promptly to notify materially and adversely prejudices such party. (e) Parent, Purchaser Sub and Purchaser LP agree that all rights to in- demnification and contribution existing in favor of, and all exculpations and limitations of the personal liability of, the Indemnified Parties and all trustees, directors, officers and employees of the Company or any Company Subsidiary provided for in the Company Charter or the Company Bylaws or any organizational documents of the Company Subsidiaries, as well as indemnification agreements, as in effect as of the date hereof, with respect to matters occurring at or prior to the Merger Effective Time, including the Merger, shall continue in full force and effect in accordance with their terms. For a period of at least six (6) years after the Merger Effective Time, the Surviving Company shall, and Parent will cause the Surviving Company to, use commercially reasonable ef- forts to cause to be maintained in effect, with respect to any acts and omissions that oc- curred at or prior to the Merger Effective Time, directors’ and officers’ liability insurance coverage having the same or better terms and conditions as the directors’ and officers’ liability insurance coverage currently maintained by the Company; provided, however, that in satisfying such obligation, none of Parent or any Purchaser Subsidiary shall be obligated to pay premiums per annum in excess of 200% of the aggregate amount per annum that the Company and the Company Subsidiaries paid for such coverage in the last full fiscal year, which amount the Company has disclosed to Parent prior to the date hereof. Notwithstanding the foregoing, the Company may elect in lieu of the foregoing insur- ance, prior to the Merger Effective Time, to obtain and fully pay for a policy (providing coverage for the Indemnified Parties and such officers) with a claims period of at least six (6) years from the Merger Effective Time from an insurance carrier with the same or bet- ter credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance in an amount and scope no less favorable than the Company’s existing policies with respect to matters existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement, including the entering into the Option Agreement), whether asserted or claimed prior to, at or after the Merger Effective Time, provided that the cost thereof does not exceed 300% of the aggregate amount per annum that the Company and to advance any the Company Subsidiaries paid for such Costs to each Indemnified Party as they are from time to time incurred, coverage in each case the last full fiscal year. If such “tail” policy has been obtained by the Company prior to the fullest extent Merger Effective Time, Parent and the Surviving Corporation shall maintain such Indemnified Party would have been indemnified as a director, officer or employee of Haven or any of policy in full force and effect for its Subsidiaries under full term and shall continue to honor the DGCLCom- pany’s obligations thereunder. (bf) Any This Section 5.10 is intended for the irrevocable benefit of, and to grant third party rights to, the Indemnified Parties and shall be binding on all successors and assigns of Parent, the Company and the Surviving Company. Each of the Indemnified Parties shall be entitled to enforce the covenants contained in this Section 5.10. If any Indemnified Party wishing to makes any claim for indemnification or advancement of expenses under this Section 4.14(a)5.10 that is denied by the Indemnitors, upon learning and a court of any such claim, action, suit, proceeding or investigation, shall promptly notify Queens thereof, but competent jurisdiction determines that the failure to so notify shall not relieve Queens of any liability it may have hereunder Indemnified Party is entitled to such indemnification, then the Indemnitors shall pay such Indemnified Party if Party’s costs and expenses, including reasonable legal fees and expenses, incurred in connection with pursuing such failure does not materially prejudice claim against the indemnifying party. Indemnitors. (g) In the event of any such claim, action, suit, proceeding or investigation, that the Surviving Company (i) Queens shall have the right to assume the defense thereof consolidates with counsel reasonably acceptable to the Indemnified Party, or merges into any other person or entity and Queens shall not be liable to such Indemnified Party for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if Queens does not elect to assume such defense within a reasonable time continuing or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Queens shall remain responsible for the reasonable fees and expenses surviving entity of such counsel as set forth above, to be paid promptly as statements therefor are received; provided, however, that Queens shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction with respect to any given claim, action, suit, proceeding consolidation or investigation unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; merger or (ii) transfers or conveys all or substantially all its properties and assets to any person or entity, then, and in each such case, proper provision shall be made so that such continuing or surviving entity or transferee, as the Indemnified Party will reasonably cooperate in case may be, assumes the defense of any such matter; and (iii) Queens shall not be liable for any settlement effected by an Indemnified Party without its prior written consent, which consent may not be withheld or delayed unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Party. (c) Queens shall pay all reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for set forth in this Section 4.14 to the fullest extent permitted under applicable law. The rights of each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party may have under applicable law5.10. (d) For a period of six years after the Effective Time, Queens shall cause to be maintained in effect for the former directors and officers of Haven coverage under Queens' policy of directors and officers liability insurance no less advantageous to the beneficiaries thereof than the current policies of directors' and officers' liability insurance maintained by Haven; provided, however, that in no event shall Queens be obligated to expend, in order to maintain or provide insurance coverage pursuant to this Subsection 4.14(d), any premium per annum in excess of 200% of the amount of the annual premiums paid as of the date hereof by Haven for such insurance ("Maximum Agreement"); provided, further, that if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage of directors' and officers' insurance obtainable for an annual premium equal to the Maximum Amount; and provided, further, that officers and directors of Haven may be required to make application and provide customary representations and warranties to Queens' insurance carrier for the purpose of obtaining such insurance.

Indemnification; Directors’ and Officers’ Insurance. (a) From Without limiting or being limited by the provisions of Section 7.7(b) and after to the extent permitted by applicable Law, during the period commencing as of the REIT Merger Effective Time through and ending on the sixth (6th) anniversary of the REIT Merger Effective DateTime, Queens agrees to indemnify REIT II shall, or shall cause the Surviving Entity to: (i) indemnify, defend and hold harmless each director individual (including current or former directors, officers, partners, managers, members, trustees, agents and officer fiduciaries acting in such capacity) covered by indemnification (the “Indemnified Parties”) under (A) the REIT I Governing Documents or, if applicable, similar organizational documents of Haven any REIT I Subsidiary or any (B) the indemnification agreements of its REIT I or the REIT I Subsidiaries as set forth in Section 7.7 of the date of this Agreement REIT I Disclosure Letter (eachcollectively, an "Indemnified Party"), the “Indemnification Agreements”) against and from any costs or expenses (including reasonable attorneys' fees and expenses’ fees), judgments, fines, losses, claims, damages or damages, liabilities (collectively, "Costs") incurred and amounts paid in settlement in connection with any Action to the extent such Action arises out of or pertains to (x) any action or omission or alleged action or omission in such Indemnified Party’s capacity as a manager, director, officer, partner, member, trustee, employee or agent of REIT I or any of the REIT I Subsidiaries, or (y) this Agreement or any of the transactions contemplated by this Agreement, including the REIT Merger; and (ii) pay in advance of the final disposition of any such Action the expenses (including 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 permitted by Law, but subject to REIT II’s or the Surviving Entity’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, REIT II or the Surviving Entity, 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 this Section 7.7(a) without the Indemnified Party’s 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, whether civil(ii) shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld, criminaldelayed or conditioned) and (iii) shall not have any obligation hereunder to any Indemnified Party to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable Law, administrative in which case the Indemnified Party shall promptly refund to REIT II or investigativethe Surviving Entity the amount of all such expenses theretofore advanced pursuant hereto. (b) Without limiting the foregoing and to the extent permitted by applicable Law, arising out each of matters existing REIT II and the Surviving Entity agrees that, during the period commencing as of the REIT Merger Effective Time and ending on the sixth (6th) anniversary of the REIT Merger Effective Time, all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the REIT Merger Effective Time (including the transactions contemplated by this Agreement, including the entering into the Option Agreement)Time, whether asserted or claimed prior to, at or after the REIT Merger Effective Time, and to advance any such Costs to each existing in favor of the Indemnified Party Parties as they are from time to time incurred, currently provided in each case to the fullest extent such Indemnified Party would have been indemnified as a director, officer or employee of Haven or any of its Subsidiaries under the DGCL. (b) Any Indemnified Party wishing to claim indemnification under Section 4.14(a), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Queens thereof, but the failure to so notify shall not relieve Queens of any liability it may have hereunder to such Indemnified Party if such failure does not materially prejudice the indemnifying party. In the event of any such claim, action, suit, proceeding or investigation, (i) Queens shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified PartyREIT I Governing Documents or, if applicable, similar organizational documents of any REIT I Subsidiary and Queens shall not be liable to such Indemnified Party for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if Queens does not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Queens shall remain responsible for the reasonable fees and expenses of such counsel as set forth above, to be paid promptly as statements therefor are received; provided, however, that Queens shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction with respect to any given claim, action, suit, proceeding or investigation unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; (ii) the Indemnified Party will reasonably cooperate Indemnification Agreements shall survive the REIT Merger and shall continue in full force and effect in accordance with their terms. For a period of six (6) years following the defense REIT Merger Effective Time, the organizational documents of the Surviving Entity and the organizational documents of any applicable REIT I Subsidiary shall contain substantially similar (and in any case, not less favorable) provisions with respect to indemnification, advancement of expenses and limitations on liability of directors and officers as set forth in such matter; and (iii) Queens shall not be liable for any settlement effected by an Indemnified Party without its documents as of immediately prior written consent, which consent may not be withheld or delayed unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Partyto the REIT Merger Effective Time. (c) Queens For a period of six (6) years after the REIT Merger Effective Time, REIT II shall cause the Surviving Entity to maintain in effect REIT I’s current directors’ and officers’ liability insurance covering each Person currently covered by REIT I’s directors’ and officers’ liability insurance policy for service, acts or omissions occurring prior to and through the REIT Merger Effective Time, including the transactions contemplated by this Agreement; provided that in lieu of such obligation, (i) the Surviving Entity may substitute therefor policies of an insurance company with the same or better rating as REIT I’s current insurance carrier, the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than REIT I’s existing policies as of the date hereof, or (ii) in consultation with REIT II, REIT I may obtain extended reporting period coverage under REIT I’s existing insurance programs (to be effective as of the REIT Merger Effective Time) for a period of six (6) years after the REIT Merger Effective Time for a cost not in excess of three (3) times the current annual premiums for such insurance; and provided, further, that in no event shall the Surviving Entity be required to pay annual premiums for insurance under this Section 7.7(c) in excess of 300% of the most recent annual premiums paid by REIT I for such purpose, it being understood that if the annual premiums of such insurance coverage exceed such amount, the Surviving Entity shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amount. (d) If REIT II or the Surviving Entity or any of their respective successors or assigns (i) consolidates with or merges with or into any other Person and shall not be the continuing or surviving corporation, partnership or other entity of such consolidation or merger or (ii) liquidates, dissolves or winds-up, or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of REIT II or the Surviving Entity, as applicable, assume the obligations set forth in this Section 7.7. (e) REIT II shall cause the Surviving Entity to pay all reasonable Costsexpenses, including reasonable attorneys' ’ fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 7.7. (f) The provisions of this Section 7.7 are intended to be for the fullest extent permitted under applicable law. The rights of express benefit of, and shall be enforceable by, each Indemnified Party hereunder (who are intended third-party beneficiaries of this Section 7.7), his or her heirs and his or her personal representatives, shall be binding on all successors and assigns of REIT I, REIT II and the Surviving Entity and shall not be amended in addition a manner that is adverse to the Indemnified Party (including his or her successors, assigns and heirs) without the prior written consent of the Indemnified Party (including such successors, assigns and heirs) affected thereby. The exculpation, advancement of expenses and indemnification provided for by this Section 7.7 shall not be deemed to be exclusive of any other rights such to which an Indemnified Party may have under applicable law. (d) For a period of six years after the Effective Timeis entitled, Queens shall cause to be maintained in effect for the former directors and officers of Haven coverage under Queens' policy of directors and officers liability insurance no less advantageous to the beneficiaries thereof than the current policies of directors' and officers' liability insurance maintained by Haven; provided, however, that in no event shall Queens be obligated to expend, in order to maintain or provide insurance coverage whether pursuant to this Subsection 4.14(d)applicable Law, any premium per annum in excess of 200% of the amount of the annual premiums paid as of the date hereof by Haven for such insurance ("Maximum Agreement"); provided, further, that if the amount of the annual premiums necessary to maintain Contract or procure such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage of directors' and officers' insurance obtainable for an annual premium equal to the Maximum Amount; and provided, further, that officers and directors of Haven may be required to make application and provide customary representations and warranties to Queens' insurance carrier for the purpose of obtaining such insuranceotherwise.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after Without limiting or being limited by the provisions of Section 7.7(b), during the period commencing as of the Sxxxxxxxxx Merger Effective Time through and ending on the sixth (6th) anniversary of the Sxxxxxxxxx Merger Effective DateTime, Queens agrees to indemnify Company shall (and shall cause the Surviving Entity to): (i) indemnify, defend and hold harmless each director Indemnified Party against and officer of Haven or any of its Subsidiaries as of the date of this Agreement (each, an "Indemnified Party"), against from any costs or expenses (including reasonable attorneys' fees and expenses’ fees), judgments, fines, losses, claims, damages or damages, liabilities (collectively, "Costs") incurred and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising Action to the extent such Action arises out of matters existing or occurring at pertains to (x) any action or prior to omission or alleged action or omission in such Indemnified Party’s capacity as a manager, director, officer, partner, member, trustee, employee or agent of Sxxxxxxxxx or any of the Effective Time Sxxxxxxxxx Subsidiaries, or (including y) this Agreement or any of the transactions contemplated by this Agreement, including the entering into Merger; and (ii) pay in advance of the Option Agreement), whether asserted or claimed prior to, at or after the Effective Time, and to advance final disposition of any such Costs to each Action the expenses (including attorneys’ fees and any expenses incurred by any Indemnified Party as they are from time in connection with enforcing any rights with respect to time incurredindemnification) of any Indemnified Party without the requirement of any bond or other security, in each case to the fullest extent permitted by Law, but subject to Company’s or the Surviving Entity’s receipt of an undertaking by or on behalf of such Indemnified Party would have been indemnified as a director, officer or employee of Haven or any of its Subsidiaries under the DGCL. (b) Any to repay such amount if it shall ultimately be determined that such Indemnified Party wishing is not entitled to claim indemnification under Section 4.14(a)be indemnified. Notwithstanding anything to the contrary set forth in this Agreement, upon learning Company or the Surviving Entity, as applicable, (i) shall not settle or compromise or consent to the entry of any such judgment or otherwise seek termination with respect to any claim, action, suit, suit or proceeding against or investigation, shall promptly notify Queens thereof, but the failure to so notify shall not relieve Queens investigation of any liability it Indemnified Party for which indemnification may have hereunder to be sought under this Section 7.7(a) without the Indemnified Party’s 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 if such failure does not materially prejudice the indemnifying party. In the event from all liability arising out of any such claim, action, suit, proceeding or investigation, (i) Queens shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, and Queens shall not be liable to such Indemnified Party for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if Queens does not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Queens shall remain responsible for the reasonable fees and expenses of such counsel as set forth above, to be paid promptly as statements therefor are received; provided, however, that Queens shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction with respect to any given claim, action, suit, proceeding or investigation unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; (ii) the Indemnified Party will reasonably cooperate in the defense of any such matter; and (iii) Queens shall not be liable for any settlement effected by an without their prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned) and (iii) shall not have any obligation hereunder to any Indemnified Party without its to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable Law, in which case the Indemnified Party shall promptly refund to Company or the Surviving Entity the amount of all such expenses theretofore advanced pursuant hereto. (b) Without limiting the foregoing, each of Company and the Surviving Entity agrees that all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior written consentto the Sxxxxxxxxx Merger Effective Time now existing in favor of the current or former managers, directors, officers, partners, members, trustees, employees, agents, fiduciaries or other individuals of Sxxxxxxxxx or any of the Sxxxxxxxxx Subsidiaries (the “Indemnified Parties”) as provided in (i) the Sxxxxxxxxx Charter, the Sxxxxxxxxx Bylaws or, if applicable, similar organizational documents or agreements of any Sxxxxxxxxx Subsidiary (the “Sxxxxxxxxx Organizational Documents”) and (ii) indemnification agreements of Sxxxxxxxxx shall survive the Merger and shall continue in full force and effect in accordance with their terms. For a period of six (6) years following the Sxxxxxxxxx Merger Effective Time, the organizational documents of the Company and Surviving Entity and the organizational documents of any applicable Company Subsidiary or Sxxxxxxxxx Subsidiary shall contain provisions no less favorable with respect to indemnification and limitations on liability of directors and officers than are set forth in the Company Governing Documents or, if applicable, similar organizational documents or agreements of any Company Subsidiary, Sxxxxxxxxx Organizational Documents, which consent may provisions shall not be withheld amended, repealed or delayed otherwise modified for a period of six (6) years following the Sxxxxxxxxx Merger Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Sxxxxxxxxx Merger Effective Time, were Indemnified Parties, unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Partymodification shall be required by applicable Law and then only to the minimum extent required by applicable Law. (c) Queens For a period of six (6) years after the Sxxxxxxxxx Merger Effective Time, Company shall cause the Surviving Entity to maintain in effect Sxxxxxxxxx’x current directors’ and officers’ liability insurance covering each Person currently covered by Sxxxxxxxxx’x directors’ and officers’ liability insurance policy for acts or omissions occurring prior to and through the Sxxxxxxxxx Merger Effective Time; provided, that in lieu of such obligation, (i) the Surviving Entity may substitute therefor policies of an insurance company with the same or better rating as Sxxxxxxxxx’x current insurance carrier the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than Sxxxxxxxxx’x existing policies as of the date hereof or (ii) in consultation with Company, Sxxxxxxxxx may obtain extended reporting period coverage under Sxxxxxxxxx’x existing insurance programs (to be effective as of the Sxxxxxxxxx Merger Effective Time) for a period of six (6) years after the Sxxxxxxxxx Merger Effective Time for a cost not in excess of three times the current annual premiums for such insurance; and provided, further, that in no event shall the Surviving Entity be required to pay annual premiums for insurance under this Section 7.7(c) in excess of 300% of the most recent annual premiums paid by Sxxxxxxxxx for such purpose, it being understood that if the annual premiums of such insurance coverage exceed such amount, the Surviving Entity shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amount. (d) If Company or the Surviving Entity or any of their respective successors or assigns (i) consolidates with or merges with or into any other Person and shall not be the continuing or surviving corporation, partnership or other entity of such consolidation or merger or (ii) liquidates, dissolves or winds-up, or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Company or the Surviving Entity, as applicable, assume the obligations set forth in this Section 7.7. (e) Company shall cause the Surviving Entity to pay all reasonable Costsexpenses, including reasonable attorneys' ’ fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 7.7. (f) The provisions of this Section 7.7 are intended to be for the fullest extent permitted under applicable law. The rights of express benefit of, and shall be enforceable by, each Indemnified Party hereunder (who are intended third party beneficiaries of this Section 7.7), his or her heirs and his or her personal representatives, shall be binding on all successors and assigns of Sxxxxxxxxx, Company and the Surviving Entity and shall not be amended in addition a manner that is adverse to the Indemnified Party (including his or her successors, assigns and heirs) without the prior written consent of the Indemnified Party (including such successors, assigns and heirs) affected thereby. The exculpation and indemnification provided for by this Section 7.7 shall not be deemed to be exclusive of any other rights such to which an Indemnified Party may have under applicable law. (d) For a period of six years after the Effective Timeis entitled, Queens shall cause to be maintained in effect for the former directors and officers of Haven coverage under Queens' policy of directors and officers liability insurance no less advantageous to the beneficiaries thereof than the current policies of directors' and officers' liability insurance maintained by Haven; provided, however, that in no event shall Queens be obligated to expend, in order to maintain or provide insurance coverage whether pursuant to this Subsection 4.14(d)applicable Law, any premium per annum in excess of 200% of the amount of the annual premiums paid as of the date hereof by Haven for such insurance ("Maximum Agreement"); provided, further, that if the amount of the annual premiums necessary to maintain Contract or procure such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage of directors' and officers' insurance obtainable for an annual premium equal to the Maximum Amount; and provided, further, that officers and directors of Haven may be required to make application and provide customary representations and warranties to Queens' insurance carrier for the purpose of obtaining such insuranceotherwise.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time through Closing Date until the sixth third (3rd) anniversary thereof and, to the extent of coverage under the Effective DateD&O Policy (as defined below), Queens agrees for three (3) additional years thereafter, the Interim Surviving Corporation or the Final Surviving Entity, as applicable (each, an “Indemnifying Party”) shall, (i) to the maximum extent permitted under applicable Law, indemnify and hold harmless each director the directors and officer officers of Haven or any of the Company and its Subsidiaries serving as of the date of this Agreement (each, an "“Indemnified Party"), ”) from and against any all costs or and expenses (including reasonable attorneys' fees and expenses’ fees), judgments, fines, losses, claims, damages or damages, liabilities and settlement amounts (collectivelypaid with the Acquiror’s prior written consent), "Costs") in each case, to the extent actually and reasonably incurred in connection with and arising from any claim, action, suit, proceeding or investigationinvestigation pertaining to the fact that such individual is or was a director or officer of the Company or any of its Subsidiaries, whether civilpending, criminalasserted, administrative claimed or investigative, arising out of matters existing threatened prior to or occurring at (but only to the extent disclosed to the Acquiror on or prior to the Closing Date, provided that with respect to any threatened matter, the Company had knowledge of such matter on or prior to the Closing Date), or after the Effective Time (including in respect of acts or omissions in connection with this Agreement and the transactions contemplated by this Agreement, including the entering into the Option Agreementhereby), whether asserted or claimed prior to, at or after the Effective Time, and to (ii) advance any such Costs reasonable and documented expenses related thereto, subject to each the receipt from the Indemnified Party as they are from time of any undertaking to time incurred, in each case to repay any such amounts for which it is determined that the fullest extent such Indemnified Party would have been indemnified was not entitled or as a director, officer or employee of Haven or any of its Subsidiaries required under the DGCL. (b) Any Indemnified Party wishing to claim indemnification under Section 4.14(a), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Queens thereof, but the failure to so notify shall not relieve Queens of any liability it may have hereunder to such Indemnified Party if such failure does not materially prejudice the indemnifying partyapplicable Law. In the event of any such claim, action, suit, proceeding or investigation, (ix) Queens the Indemnifying Party shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, and Queens shall not be liable to such Indemnified Party for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if Queens does not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Queens shall remain responsible for pay the reasonable and documented fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Indemnifying Party, and (y) the Indemnifying Party may participate in the defense of any such counsel as set forth above, to be paid promptly as statements therefor are receivedmatter; provided, however, that Queens the Indemnifying Party shall not be liable for any settlement effected without its prior written consent; provided further, that neither the Interim Surviving Corporation nor the Final Surviving Entity shall be obligated pursuant to this paragraph (b) Section 5.14 to pay for only the fees and expenses of more than one firm of counsel for all Indemnified Parties in any single Action unless a conflict of interest precludes the effective representation of more than one jurisdiction Indemnified Party with respect to any given the applicable claim, action, suit, proceeding or investigation unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; (ii) the Indemnified Party will reasonably cooperate in the defense of any such matter; and (iii) Queens shall not be liable for any settlement effected by an Indemnified Party without its prior written consent, which consent may not be withheld or delayed unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Partyinvestigation. (cb) Queens The Interim Surviving Corporation and Final Surviving Entity, as the case may be, shall pay all reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 to the fullest extent permitted under applicable law. The rights of each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party may have under applicable law. (d) For a period of six years after the Effective Time, Queens shall cause to be maintained maintain in effect for six (6) years from the former directors Closing Date, if available, the directors’ and officers of Haven coverage under Queens' policy of directors and officers officers’ liability insurance no less advantageous policies maintained by the Company as of the date hereof (the “D&O Policy”, a true, correct and complete copy of which has been heretofore provided to the beneficiaries thereof than Acquiror) with respect to acts or omissions occurring prior to the current policies of directors' and officers' liability insurance maintained by HavenClosing Date; provided, however, that in no event shall Queens be obligated to expendthe Interim Surviving Corporation or Final Surviving Entity may (i) substitute therefor policies of an insurance company the material terms of which, including coverage and amount, are substantially similar, in order the aggregate, to maintain or provide insurance coverage pursuant to this Subsection 4.14(d), any premium per annum in excess of 200% of the amount of the annual premiums paid Company’s existing policies as of the date hereof by Haven for or (ii) obtain such extended reporting period coverage under its existing insurance programs ("Maximum Agreement"to be effective as of the Closing Date); provided, and provided further, that if in no event shall the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage of directors' and officers' insurance obtainable for an annual premium equal to the Maximum Amount; and provided, further, that officers and directors of Haven may Final Surviving Entity be required to make application and provide customary representations and warranties pay aggregate premiums for insurance under this Section 5.14(b) in excess of $50,000. (c) The provisions in this Section 5.14 are intended to Queens' insurance carrier be for the purpose benefit of, and shall be enforceable by each of obtaining the Indemnified Parties, their heirs and representatives. In the event the Final Surviving Entity (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity, or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each case, proper provision shall be made so that such insurancesuccessors or assigns shall succeed to the obligations set forth in this Section 5.14.

Indemnification; Directors’ and Officers’ Insurance. (a) From ASRE shall, and Buyer shall cause it to, honor and fulfill in all respects the obligations of ASRE under any and all indemnification agreements between ASRE and any of its respective present or former directors and officers (collectively, for purposes of this Section 4.03, the “Indemnified Parties”). (b) For a period of six (6) years after the Effective Time through Closing, ASRE shall, to the sixth anniversary of the Effective Datefullest extent permitted under applicable Law, Queens agrees to indemnify and hold harmless each director Indemnified Party against all costs and officer of Haven or any of its Subsidiaries as of the date of this Agreement (each, an "Indemnified Party"), against any costs or expenses (including reasonable attorneys' fees and expenses’ fees), judgments, fines, losses, claims, damages or damages, liabilities (collectively, "Costs") incurred and settlement amounts paid in connection with any claim, action, suit, proceeding or investigationinvestigation (whether arising before or after the Closing), whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at pertaining to any action or prior to the Effective Time (including the transactions contemplated by this Agreementomission in their capacity as an officer, including the entering into the Option Agreement)director, employee, fiduciary or agent, whether asserted occurring on or claimed prior to, at or after before the Effective Time, and to advance any such Costs to Closing (“Action”). ASRE will pay all expenses of each Indemnified Party as they are from time to time incurred, in each case advance of the final disposition of any such Action to the fullest extent permitted by Law to advance such expenses upon receipt of an undertaking to repay such advances if it is ultimately determined in accordance with applicable Law that such Indemnified Party would have been indemnified as a director, officer or employee of Haven or any of its Subsidiaries under the DGCL. (b) Any Indemnified Party wishing is not entitled to claim indemnification under Section 4.14(a), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Queens thereof, but the failure to so notify shall not relieve Queens of any liability it may have hereunder to such Indemnified Party if such failure does not materially prejudice the indemnifying partyindemnification. In the event of any such claim, action, suit, proceeding or investigation, (i) Queens ASRE shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, and Queens shall not be liable to such Indemnified Party for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if Queens does not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Queens shall remain responsible for pay the reasonable fees and expenses of such counsel as set forth aboveselected by the Indemnified Parties, which counsel shall be reasonably satisfactory to be paid ASRE, promptly as after statements therefor are received; provided, however, that Queens shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction with respect to any given claim, action, suit, proceeding or investigation unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; (ii) ASRE shall not settle, compromise or consent to the entry of any judgment in any pending or threatened Action to which an Indemnified Party will reasonably is a party (and in respect of which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Action or such Indemnified Party otherwise consents, and (iii) ASRE shall cooperate in the defense of any such matter; and (iii) Queens provided, however, that ASRE shall not be liable for any settlement effected by an Indemnified Party without its prior ASRE’s written consent, consent (which consent may shall not be unreasonably withheld or delayed unless delayed); and provided, further, that, in the event that any claim for indemnification is asserted or made within such settlement is unreasonable six-year period, all rights to indemnification in light respect of such claims, actions, suits, proceedings or investigations against, or defenses available to, claim shall continue until the disposition of such Indemnified Party. (c) Queens shall pay all reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 to the fullest extent permitted under applicable lawclaim. The rights of each Indemnified Party hereunder under this Section 4.03(b) shall be in addition to any other rights such Indemnified Party person may have under the memorandum of association or the bye-laws or similar organizational documents of ASRE or any of its Subsidiaries, or under any Law or under any agreement of any Indemnified Party with ASRE or any of its Subsidiaries. Any Indemnified Party wishing to claim indemnification under this Section 4.03, upon learning of any such Action shall notify ASRE (but the failure so to notify ASRE shall not relieve ASRE from any liability which it may have under this Section 4.03 except to the extent such failure materially prejudices ASRE), and shall deliver to ASRE an undertaking of the kind described above. The Indemnified Parties as a group may retain only one law firm (in addition to local counsel in each applicable lawjurisdiction if reasonably required) to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties. (dc) For ASRE shall purchase, promptly following the Closing, a period of six years after the Effective Timeyear prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits, Queens shall cause to be maintained in effect for the former directors and officers of Haven coverage under Queens' policy of directors and officers liability insurance no less advantageous to the beneficiaries thereof than from a carrier or carriers with comparable credit ratings, as the current policies of directors' ’ and officers' ’ liability insurance maintained by HavenASRE and its Subsidiaries (it being understood that the limit of coverage would be proportional to the respective assets of ASRE and ASI) with respect to matters arising on or before the Closing and covering the transactions contemplated by this Agreement; provided, however, that in no event shall Queens ASRE be obligated to expend, in order to maintain or provide insurance coverage pursuant to this Subsection 4.14(d), any premium per annum in excess of 200required pay more than 250% of the amount of the current annual premiums premium paid as of the date hereof by Haven ASI for such insurance ("the “Maximum Agreement"Amount”); provided, further, that if the amount of the annual premiums necessary ASRE is unable to maintain or procure such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage of directors' and officers' insurance obtainable required by this Section 4.03(c) for an annual premium amount less than or equal to the Maximum Amount; and provided, further, that officers and directors of Haven may be required to make application and provide customary representations and warranties to Queens' it shall obtain as much comparable insurance carrier as possible for the purpose Maximum Amount. (d) In the event ASRE or any of obtaining its respective successors or assigns (i) consolidates or amalgamates with or merges into any other person and shall not be the continuing or surviving company or entity of such insuranceconsolidation, amalgamation or merger, or (ii) transfers 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 ASRE, as the case may be, shall succeed to the obligations set forth in this Section 4.03. (e) Buyer shall cause ASRE to perform all of the obligations of ASRE under this Section 4.03.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time through the sixth anniversary of the Effective Date, Queens the Acquiror agrees to indemnify and hold harmless each present and former director and officer of Haven the Company or any subsidiary of its Subsidiaries the Company determined as of the date of this Agreement Effective Time (each, an the "Indemnified PartyParties"), against any costs or expenses (including reasonable attorneys' fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Effective Time (including with respect to this Plan or any of the transactions contemplated by this Agreement, including the entering into the Option Agreementhereby), whether asserted asserted, claimed or claimed arising prior to, at or after the Effective Time, and to advance any such Costs to each Indemnified Party as they are from time to time incurred, in each case to the fullest extent to which such Indemnified Party would have been indemnified Parties were entitled under Texas law and the Company's articles of incorporation or by-laws in effect on the date hereof, and the Acquiror shall also advance expenses as a director, officer or employee incurred to the extent permitted under Texas law and the Company's articles of Haven or any of its Subsidiaries under the DGCLincorporation and by-laws. (b) Any Indemnified Party wishing to claim indemnification under Section 4.14(a4.7(a), upon learning of any such claim, action, suit, proceeding or investigation, shall as promptly as possible notify Queens the Acquiror thereof, but the failure to so notify shall not relieve Queens the Acquiror of any liability it may have hereunder to such Indemnified Party if such failure does not materially prejudice the indemnifying party. In the event of any such claim, action, suit, proceeding or investigationinvestigation (whether arising before or after the Effective Time), (i) Queens the Acquiror shall have the right to assume the defense thereof with counsel reasonably acceptable to and the Indemnified Party, and Queens Acquiror shall not be liable to such Indemnified Party Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Party Parties in connection with the defense thereof, except that if Queens does the Acquiror elects not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time Parties advises that there are issues which raise conflicts of interest between Queens the Acquiror and the Indemnified PartyParties, the Indemnified Party Parties may retain counsel satisfactory to such Indemnified Partythem, and Queens the Acquiror shall remain responsible for pay the reasonable fees and expenses of one such counsel as set forth above, to be paid promptly as statements therefor are received; provided, however, that Queens shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all the Indemnified Parties in any one jurisdiction with respect to any given claim, action, suit, proceeding or investigation promptly as statements thereof are received unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; , (ii) the Indemnified Party Parties will reasonably cooperate in the defense of any such matter; and (iii) Queens shall not be liable for any settlement effected by an Indemnified Party without its prior written consent, which consent may not be withheld or delayed unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Party.any (c) Queens shall pay all reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 to the fullest extent permitted under applicable law. The rights of each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party may have under applicable law. (d) For a period of six three years after the Effective Time, Queens the Acquiror shall use its reasonable best efforts to cause to be maintained in effect for the former directors and officers of Haven coverage under Queens' policy of directors and officers liability insurance no less advantageous to the beneficiaries thereof than the current policies of directors' and officers' liability insurance maintained by Haventhe Company (provided that the Acquiror may substitute therefor policies of comparable coverage with respect to claims arising from facts or events which occurred before the Effective Time); provided, however, that in no event shall Queens the Acquiror be obligated to expend, in order to maintain or provide insurance coverage pursuant to this Subsection 4.14(d4.7(c), any premium amount per annum in excess of 200125% of the amount of the annual premiums paid as of the date hereof by Haven the Company for such insurance (the "Maximum AgreementAmount"); provided, further, that if . If the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, Queens the Acquiror shall obtain use all reasonable efforts to maintain the most advantageous coverage policies of directors' and officers' insurance obtainable for an annual premium equal to the Maximum Amount; . Notwithstanding the foregoing, prior to the Effective Time, the Acquiror may request the Company to, and providedthe Company shall, furtherpurchase insurance coverage, on such terms and conditions as shall be acceptable to the Acquiror, extending for a period of three years the Company's directors' and officers' liability insurance coverage in effect as of the date hereof (covering past or future claims with respect to periods before the Effective Time) and such coverage shall satisfy the Acquiror's obligations under this Subsection (c). (d) If Acquiror or any of its successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, proper provision shall be made so that officers the successors and directors assigns of Haven may Acquiror shall assume the obligations set forth in this Section 4.7. (e) The provisions of this Section 4.7 are intended to be required to make application and provide customary representations and warranties to Queens' insurance carrier for the purpose of obtaining such insurance.benefit of, and shall be enforceable

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time through Time, the sixth anniversary of Surviving Corporation or its successors (the Effective Date"Indemnifying Parties") shall, Queens agrees to indemnify indemnify, defend and hold harmless each director and officer person who is now, or at any time prior to the date hereof has been or who prior to the Effective Time becomes, an officer, director, employee or agent of Haven IRT or any of its Subsidiaries as of (the date of this Agreement (each, an "Indemnified PartyParties"), ) from and against (i) any costs or expenses (including reasonable attorneys' fees and expenses), judgments, fines, all losses, claims, damages damages, costs, expenses, liabilities, judgments or liabilities amounts that are paid in settlement with the approval of the Indemnifying Party (collectively, "Costs"which approval shall not unreasonably be withheld) incurred of or in connection with any claim, action, suit, proceeding proceeding, case or investigationinvestigation ("Action") based or arising, in whole or in part, out of or in connection with the fact that such person is or was a director, officer or employee of IRT or any of its Subsidiaries or arising as a result of this Agreement or the transactions contemplated hereby, whether civil, criminal, administrative or investigative, arising out of matters pertaining to any matter existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement, including the entering into the Option Agreement), and whether asserted or claimed prior to, at or after the Effective Time, and to advance any such Costs to each Indemnified Party as they are from time to time incurred, in each case to the fullest extent IRT would be permitted under the GBCC and its charter and bylaws to indemnify its own directors, officers, employees and agents, as the case may be including provisions relating to the advancement of expenses in advance of the final disposition of any such Action to each Indemnified Party would have been indemnified as a director, officer or employee of Haven or any of its Subsidiaries to the fullest extent permitted under the DGCL. (b) GBCC and the Sarbanes-Oxley Act upon receipt of any undertaking required by the GBCX xxx xxx xxxxter and bylaws. Any Indemnified Party wishing electing to claim indemnification under Section 4.14(a)this Section, upon learning of any such claim, action, suit, proceeding or investigationAction, shall promptly notify Queens thereof, the Indemnifying Party of such election (but the failure so to so notify the Indemnifying Party shall not relieve Queens of it from any liability which it may have hereunder under this Section, except to the extent such failure materially prejudices it or if it otherwise forfeits substantive rights and defenses as a result of such failure), and shall deliver to the Indemnifying Party the undertaking required by the GBCC and its charter and bylaws. If any such Action is brought against any of the Indemnified Parties and such Indemnified Parties notify the Indemnifying Parties of its commencement, the Indemnifying Parties will be entitled to participate in and, to the extent that they elect by delivering written notice to such Indemnified Party if such failure does Parties promptly after receiving notice of the commencement of the Action from the Indemnified Parties, to assume the defense of the action and after notice from the Indemnifying Parties to the Indemnified Parties of their election to assume the defense, the Indemnifying Parties will not materially prejudice be liable to the indemnifying partyIndemnified Parties for any legal or other expenses except as provided below. In If the event of any such claimIndemnifying Parties assume the defense, action, suit, proceeding or investigation, (i) Queens the Indemnifying Parties shall have the right to settle such action without the consent of the Indemnified Parties; PROVIDED, HOWEVER, that the Indemnifying Parties shall be required to obtain such consent (which consent shall not be unreasonably withheld) if the settlement includes any admission of wrongdoing on the part of the Indemnified Parties or any decree or restriction on the Indemnified Parties; PROVIDED FURTHER, HOWEVER, that no Indemnifying Parties, in the defense of any such action shall, except with the consent of the Indemnified Parties (which consent shall not be unreasonably withheld), consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Parties of a release from all liability with respect to such action. The Indemnified Parties will have the right to employ their own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such Indemnified Parties unless (i) the employment of counsel by the Indemnified Parties has been authorized in writing by the Indemnifying Parties, (ii) the Indemnified Parties have reasonably concluded (based on written advise of counsel to the Indemnified Parties) that there may be legal defenses available to them that are different from or in addition to and inconsistent with those available to the Indemnifying Parties, (iii) a conflict or potential conflict exists (based on written advice of counsel to the Indemnified Parties) between the Indemnified Parties and the Indemnifying Parties (in which case the Indemnifying Parties will not have the right to direct the defense of such action on behalf of the Indemnified Parties) or (iv) the Indemnifying Parties have not in fact employed counsel to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, and Queens shall not be liable to of such Indemnified Party for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if Queens does not elect to assume such defense action within a reasonable time or counsel for after receiving notice of the commencement of the action from the Indemnified Party at any time advises that there are issues Parties, in each of which raise conflicts of interest between Queens and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Queens shall remain responsible for cases the reasonable fees fees, disbursements and expenses other charges of such counsel as set forth abovewill be at the expense of the Indemnifying Parties and shall, to the extent permitted by law, promptly be paid promptly by each Indemnifying Party as statements therefor are received; provided, however, that Queens shall be obligated pursuant to this paragraph (b) to pay for only one firm they become due and payable in advance of counsel for all Indemnified Parties in any one jurisdiction with respect to any given the final disposition of the claim, action, suit, proceeding or investigation unless to the use fullest extent and in the manner permitted by law; PROVIDED, HOWEVER, that in no event shall any contingent fee arrangement be considered reasonable. Notwithstanding the foregoing, the Indemnifying Parties shall not be obligated to advance any expenses or costs prior to receipt of one counsel for such an undertaking by or on behalf of each Indemnified Parties would present such counsel with a conflict of interest; (ii) Party to repay any expenses advanced if it shall ultimately be determined that the Indemnified Party will reasonably cooperate is not entitled to be indemnified against such expense. It is understood that the Indemnifying Parties shall not, in connection with any proceeding or related proceedings in the defense same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such matter; Indemnified Parties, unless (a) the employment of more than one counsel has been expressly authorized in writing by the Indemnifying Parties, (b) any of the Indemnified Parties has reasonably concluded (based on written advice of counsel to the Indemnified Parties) that there may be legal defenses available to them that are different from or in addition to and inconsistent with those available to the other Indemnified Parties or (iiic) Queens a conflict or potential conflict exists (based on written advice of counsel to the Indemnified Parties) between any of the Indemnified Parties and the other Indemnified Parties, in each case of which the Indemnifying Parties shall be obligated to pay the reasonable fees and expenses of such additional counsel or counsels. Notwithstanding anything to the contrary set forth in this Agreement, the Indemnifying Parties (i) shall not be liable for any settlement effected by an without their prior written consent (which shall not be unreasonably withheld) and (ii) shall not have any obligation hereunder to any Indemnified Party without its prior written consentto the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable law. In the event of a final and non-appealable determination by a court that any payment of expenses is prohibited by applicable law, which consent may not be withheld or delayed unless the Indemnified Parties shall promptly refund to the Indemnifying Parties the amount of all such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Partyexpenses theretofore advanced pursuant hereto. (c) Queens shall pay all reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 to the fullest extent permitted under applicable law. The rights of each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party may have under applicable law. (db) For a period of not less than six years after the Effective Time, Queens the Company shall cause to be maintained in effect for the former directors and officers of Haven coverage under Queens' policy of directors and officers liability insurance no less advantageous to the beneficiaries thereof than the current policies of maintain directors' and officers' liability insurance maintained by Haven; provided, however, that in policies with Royal Sun Alliance (or its successors) of at least the same coverage and amounts containing terms and conditions which are no event shall Queens be obligated to expend, in order to maintain or provide insurance coverage pursuant to this Subsection 4.14(d), any premium per annum in excess of 200% of less advantageous than the amount of the annual premiums paid as of the date hereof by Haven for such insurance ("Maximum Agreement"); provided, further, that if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage of directors' and officers' liability insurance obtainable for an annual premium equal coverage provided by IRT's directors' and officers' liability insurance on the date hereof, or if such coverage is unavailable on commercially reasonable terms, the Company shall use commercially reasonable efforts to obtain as much coverage as is reasonably available, PROVIDED, the Maximum Amount; and provided, further, that officers and directors indemnified parties shall each provide the Company with claim letters substantially in the form of Haven may be required to make application and provide customary representations and warranties to Queens' insurance carrier Exhibit B. (c) This section is intended for the purpose irrevocable benefit of, and to grant third-party rights to, the Indemnified Parties and their respective successors, assigns and heirs and shall be binding on all successors and assigns of obtaining the Company. Each of the Indemnified Parties shall be entitled to enforce the covenants contained in this Section and the Company acknowledges and agrees that each Indemnified Party would suffer irreparable harm and that no adequate remedy at law exists for a breach of such insurancecovenants and such Indemnified Party shall be entitled to injunctive relief and specific performance in the event of any breach of any provision in this Section. (d) If the Company or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case the successors and assigns of such entity shall assume the obligations set forth in this Section, which obligations are expressly intended to be for the irrevocable benefit of, and shall be enforceable by, each director and officer covered hereby.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time through the sixth anniversary of the Effective Date, Queens agrees to Teva shall indemnify and hold harmless (i) to the fullest extent permitted under applicable Law and (ii) without limitation of clause (i), as required pursuant to the existing indemnity agreements of Sicor (and Teva also shall advance attorneys’ fees and expenses as incurred (x) to the fullest extent permitted under applicable Law and (y) without limitation of clause (x), as required pursuant to the existing indemnity agreements of Sicor, provided, if and only to the extent required by the DGCL and such existing indemnity agreements, 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 director present and former director, officer and employee of Haven or any of Sicor and its Subsidiaries as of (collectively, the date of this Agreement (each, an "“Indemnified Party"), Parties”) against any costs or expenses (including reasonable attorneys' ’ fees and expenses), judgments, fines, losses, claims, settlements, damages or liabilities (collectively, "“Costs"”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (Time, including the transactions contemplated by this Agreement, including the entering into the Option Agreement), whether asserted or claimed prior to, at or after the Effective Time, and to advance any such Costs to each Indemnified Party as they are from time to time incurred, in each case to the fullest extent such Indemnified Party would have been indemnified as a director, officer or employee of Haven or any of its Subsidiaries under the DGCLhereby. (b) Any Indemnified Party wishing to claim indemnification under paragraph (a) of this Section 4.14(a)7.13, upon learning receiving written notification of any such claim, action, suit, proceeding or investigation, shall promptly notify Queens Teva thereof, but the failure to so notify shall not relieve Queens Teva of any liability it may have hereunder to such Indemnified Party if except if, and only to the extent that, such failure does not materially prejudice the indemnifying partyand irreversibly prejudices Teva. In the event of any such claim, action, suit, proceeding or investigationinvestigation (whether arising before or after the Effective Time), (i) Queens Teva shall have pay the right to assume the defense thereof with fees and expenses of counsel reasonably acceptable to selected by the Indemnified Party, promptly after statements therefor are received, and Queens shall not be liable otherwise advance to such Indemnified Party for upon request reimbursement of documented expenses reasonably incurred, (ii) Teva will cooperate in the defense of any legal expenses of other counsel subsequently incurred by such matter, and (iii) any determination required to be made with respect to whether an Indemnified Party in connection Party’s conduct complies with the defense thereof, except that if Queens does not elect standards set forth under applicable Law shall be made by independent counsel mutually acceptable to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens Teva and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Queens shall remain responsible for the reasonable fees and expenses of such counsel as set forth above, to be paid promptly as statements therefor are received; provided, however, that Queens (A) Teva shall be obligated pursuant to this paragraph (bSection 7.13(b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction with respect jurisdiction, except to the extent there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any given claim, action, suit, proceeding or investigation unless significant issue between the use positions of one counsel for such Indemnified Parties would present such counsel Party and any other Indemnified Party or Indemnified Parties, in which case each Indemnified Party with a conflict of interest; conflicting position on a significant issue shall be entitled to retain separate counsel mutually satisfactory to Teva and such Indemnified Party, (iiB) the Indemnified Party will reasonably Parties shall cooperate in the defense of any such matter; matter and (iiiC) Queens Teva shall not be liable for any settlement effected by an Indemnified Party without its prior written consent, consent (which consent may not be unreasonably withheld or delayed unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Partydelayed). (c) Queens As of the Effective Time, Teva or Merger Sub shall pay all reasonable Costshave purchased directors’ and officers’ liability insurance coverage for Sicor’s directors and officers for a period of six (6) years after the Effective Time which provides runoff coverage on the same terms and conditions as that currently provided by Sicor for its directors and officers (as disclosed to Teva prior to the date hereof) but broadened to include entity securities coverage, including attorneys' feesin an amount of $50 million; provided, that may Teva or Merger Sub shall not be incurred required to pay an aggregate premium in excess of $6 million; and, provided, further, that if Teva or Merger Sub have not purchased such limits of insurance at such cost by any the 30th day before the Effective Time, Sicor will purchase as much coverage as is available for such amount. (d) The Certificate of Incorporation and By-Laws of the Surviving Corporation shall include provisions for exculpation of director and officer liability and indemnification on the same basis as set forth in Sicor’s certificate of incorporation and by-laws in effect on the date hereof. For six (6) years after the Effective Time, Teva shall cause the Surviving Corporation to maintain in effect the provisions in its Certificate of Incorporation providing for indemnification of Indemnified Party in successfully enforcing Parties, with respect to facts and circumstances occurring at or prior to the indemnity and other obligations provided for in this Section 4.14 Effective Time, to the fullest extent permitted from time to time under the DGCL, which provisions shall not be amended except as required by applicable law. Law or except to make changes permitted by applicable Law that would increase the scope of the Indemnified Parties’ indemnification rights thereunder. (e) If Teva or the Surviving Corporation or any of its successors or assigns shall (i) consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of Teva or the Surviving Corporation, as the case may be, shall assume all of the obligations of Teva and the Surviving Corporation set forth in this Section 7.13. (f) The rights of each Indemnified Party hereunder under this Section 7.13 shall be in addition to any other rights right such Person might have under the certificate of incorporation or by-laws of Sicor or any of its Subsidiaries, or under applicable Law (including the DGCL) or under any agreement of any Indemnified Party may have under applicable law. (d) For a period with Sicor or any of six years after the Effective Time, Queens shall cause its Subsidiaries. The provisions of this Section 7.13 are intended to be maintained in effect for the former directors benefit of, and officers of Haven coverage under Queens' policy of directors and officers liability insurance no less advantageous to the beneficiaries thereof than the current policies of directors' and officers' liability insurance maintained by Haven; providedshall be enforceable by, however, that in no event shall Queens be obligated to expend, in order to maintain or provide insurance coverage pursuant to this Subsection 4.14(d), any premium per annum in excess of 200% each of the amount of the annual premiums paid as of the date hereof by Haven for such insurance ("Maximum Agreement"); providedIndemnified Parties, further, that if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage of directors' their respective heirs and officers' insurance obtainable for an annual premium equal to the Maximum Amount; and provided, further, that officers and directors of Haven may be required to make application and provide customary representations and warranties to Queens' insurance carrier for the purpose of obtaining such insurancerepresentatives.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time through the sixth anniversary of the Effective Date, Queens Reliance agrees to indemnify and hold harmless each present and former director and officer of Haven Continental or any of its Subsidiaries and each officer or employee of Continental or its Subsidiaries that is serving or has served as a director or trustee of the date of this Agreement another entity expressly at Continental's request or direction (each, an "Indemnified Party"), against any costs or expenses (including reasonable attorneys' fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement, including the entering into of the Option Agreement), whether asserted or claimed prior to, at or after the Effective Time, and to advance any such Costs to each Indemnified Party as they are from time to time incurred, in each case to the fullest extent such Indemnified Party would have been indemnified as a director, officer or employee of Haven or any of its Subsidiaries then permitted under the DGCLapplicable law. (b) Any Indemnified Party wishing to claim indemnification under Section 4.14(a), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Queens Reliance thereof, but the failure to so notify shall not relieve Queens Reliance of any liability it may have hereunder to such Indemnified Party if such failure does not materially and substantially prejudice the indemnifying party. In the event of any such claim, action, suit, proceeding or investigation, (i) Queens Reliance shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, Party and Queens Reliance shall not be liable to such Indemnified Party for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if Queens Reliance does not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which that raise conflicts of interest between Queens Reliance and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Queens Reliance shall remain responsible for the reasonable fees and expenses of such counsel as set forth above, to be paid promptly as statements therefor are received; provided, however, that Queens Reliance shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction with respect to any given claim, action, suit, proceeding or investigation unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; (ii) the Indemnified Party will reasonably cooperate in the defense of any such matter; and (iii) Queens Reliance shall not be liable for any settlement effected by an Indemnified Party without its prior written consent, which consent may not be withheld or delayed unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Party. (c) Queens Reliance shall pay all reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 to the fullest extent permitted under applicable law. The rights of each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party may have under applicable law. (d) For a period of six years after the Effective Time, Queens Reliance shall cause to be maintained in effect for the former directors and officers of Haven coverage under Queens' policy of directors and officers liability insurance no less advantageous to the beneficiaries thereof than the current policies of directors' and officers' liability insurance maintained by HavenContinental (provided that Reliance may substitute therefor policies with reputable and financially sound carriers of at least the same coverage and amount containing terms which are no less advantageous to the beneficiaries thereof); provided, however, that in no event shall Queens Reliance be obligated to expend, in order to maintain or provide insurance coverage pursuant to this Subsection Section 4.14(d), any premium per annum premiums, in the aggregate for such six year period, in excess of 200% of $180,000 (the amount of the annual premiums paid as of the date hereof by Haven for such insurance ("Maximum AgreementAmount"); provided, further, that if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, Queens Reliance shall obtain maintain the most advantageous coverage policies of directors' and officers' insurance obtainable for an annual premium equal to the Maximum Amount; and provided, further, that officers and directors of Haven Continental may be required to make application and provide customary representations and warranties to Queens' Reliance's insurance carrier for the purpose of obtaining such insurance.

Indemnification; Directors’ and Officers’ Insurance. (a) From and For six years after the Effective Time through Time, the sixth anniversary of the Effective Date, Queens agrees to Surviving Entity shall indemnify and hold harmless each Person who is now, or who has been at any time before the date hereof, or who becomes before the Effective Time, an officer or director and officer of Haven Company or any of its Subsidiaries or who is or was serving at the request of Company or any of its Subsidiaries as a director or officer of the date of this Agreement another Person (each, an "a “D&O Indemnified Party"), ”) against any costs or expenses (including reasonable attorneys' fees and expenses), judgments, fines, all losses, claims, damages damages, costs, expenses (including attorneys’ fees), liabilities or liabilities (collectively, "Costs") incurred judgments or amounts that are paid in settlement of or in connection with any claim, action, suit, proceeding proceeding, investigation or investigationother legal proceeding, whether civil, criminal, administrative or investigativeinvestigative (each, a “Claim”), in which a D&O Indemnified Party is, or is threatened to be made, a party or witness or arising out of matters the fact that such Person is or was a director or officer of Company or a Subsidiary of Company if such Claim pertains to any matter of fact arising, existing or occurring at or before the Effective Time (including the Merger and the other transactions contemplated hereby), regardless of whether such Claim is asserted or claimed before or after the Effective Time, to the fullest extent permitted by applicable Law. The Surviving Entity shall pay reasonable expenses (including reasonable attorneys’ fees) in advance of the final disposition of any such proceeding to each D&O Indemnified Party to the fullest extent permitted by applicable Law. All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of any D&O Indemnified Party as provided in certificates or articles of incorporation or bylaws (including the transactions contemplated by this Agreement, including the entering into the Option Agreementor comparable organizational documents), whether asserted and any existing indemnification agreements, shall survive the Merger and shall continue in full force and effect in accordance with their terms, and shall not be amended, repealed or claimed prior to, at or otherwise modified for a period of six (6) years after the Effective Time, and to advance Time in any manner that would adversely affect the rights thereunder of such Costs to each Indemnified Party as they are from time to time incurred, in each case individuals for acts or omissions occurring at or prior to the fullest extent such Indemnified Party would have been indemnified as a director, officer Effective Time or employee taken at the request of Haven or any of its Subsidiaries under the DGCLParent. (b) Any Indemnified Party wishing to claim indemnification under Section 4.14(a)Parent shall, upon learning or shall cause the Surviving Entity to, obtain as of any such claim, action, suit, proceeding or investigation, shall promptly notify Queens thereof, but the failure to so notify shall Effective Time a six-year prepaid “tail” insurance policy for the Company’s existing directors’ and officers’ liability insurance policy with at least the same coverage and amounts and containing terms and conditions that are not relieve Queens of any liability it may have hereunder to such Indemnified Party if such failure does not materially prejudice the indemnifying party. In the event of any such claim, action, suit, proceeding or investigation, (i) Queens shall have the right to assume the defense thereof with counsel reasonably acceptable less advantageous to the Indemnified Party, individuals covered by the Company’s existing directors’ and Queens shall not be liable to such Indemnified Party for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if Queens does not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Queens shall remain responsible for the reasonable fees and expenses of such counsel as set forth above, to be paid promptly as statements therefor are received; provided, however, that Queens shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction officers’ liability insurance policy with respect to any given claimclaims arising out of or relating to events which occurred before or at the Effective Time; provided that in no event will the Parent or the Surviving Entity, actionas applicable, suit, proceeding or investigation unless the use of one counsel be required to expend an annual premium for such Indemnified Parties would present tail policy in excess of 300% of the annual premiums currently paid by the Company for the Company’s existing directors’ and officers’ liability insurance policy (the “Maximum Tail Policy Cost”). If such counsel with a conflict of interest; (ii) the Indemnified Party will reasonably cooperate in the defense of any such matter; and (iii) Queens shall tail policy cannot be liable obtained for any settlement effected by an Indemnified Party without its prior written consentamount equal to or less than the Maximum Tail Policy Cost, which consent may not be withheld Parent or delayed unless such settlement is unreasonable in light the Surviving Entity, as applicable, will obtain that amount of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Partycoverage obtainable for an amount equal to the Maximum Tail Policy Cost. (c) Queens In the event the Surviving Entity (i) consolidates with or merges into any other Person and shall pay not be the continuing or surviving corporation or entity of such consolidation or merger, (ii) liquidates or dissolves or (iii) transfers all reasonable Costsor substantially all of its properties and assets to any Person, including attorneys' feesthen Parent shall make proper provision so that such continuing or surviving corporation or entity or transferee of such assets (or Parent, that in the case of clause (ii)), as the case may be incurred by any Indemnified Party in successfully enforcing be, shall assume the indemnity and other obligations provided for set forth in this Section 4.14 to the fullest extent permitted under applicable law. The rights of each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party may have under applicable law6.7. (d) For a period The provisions of six years after the Effective Time, Queens shall cause this Section 6.7 are intended to be maintained in effect for the former directors benefit of and officers of Haven coverage under Queens' policy of directors shall be enforceable by, each D&O Indemnified Party, Person covered by the insurance contemplated by Section 6.7(b) and officers liability insurance no less advantageous to the beneficiaries thereof than the current policies of directors' their respective heirs and officers' liability insurance maintained by Haven; provided, however, that in no event shall Queens be obligated to expend, in order to maintain or provide insurance coverage pursuant to this Subsection 4.14(d), any premium per annum in excess of 200% of the amount of the annual premiums paid as of the date hereof by Haven for such insurance ("Maximum Agreement"); provided, further, that if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage of directors' and officers' insurance obtainable for an annual premium equal to the Maximum Amount; and provided, further, that officers and directors of Haven may be required to make application and provide customary representations and warranties to Queens' insurance carrier for the purpose of obtaining such insurancerepresentatives.

Indemnification; Directors’ and Officers’ Insurance. (a) From For a period of six (6) years from the Effective Time, Parent will cause the Surviving Corporation to fulfill and after honor in all respects the obligations of the Acquired Companies pursuant to (i) each indemnification agreement in effect between any Acquired Company and any Indemnified Party and (ii) any indemnification, exculpation from liability or advancement of expenses provision set forth in the Organizational Documents of the Acquired Companies, in each case, as in effect on the date hereof. The Organizational Documents of the Surviving Corporation shall contain the provisions with respect to indemnification, exculpation from liability and advancement of expenses set forth in the Acquired Companies’ Organizational Documents on the date hereof and, for a period of six (6) years from the Effective Time, such provisions shall not be amended, repealed or otherwise modified in any manner that could adversely affect the rights thereunder of any Indemnified Party. (b) Without limiting the provisions of Section 6.9(a), during the period commencing at the Effective Time through and ending on the sixth (6th) anniversary of the Effective DateTime, Queens agrees to Parent shall indemnify and hold harmless each director Indemnified Party against and officer of Haven or from any of its Subsidiaries as of the date of this Agreement (eachcosts, an "Indemnified Party"), against any costs or fees and expenses (including reasonable attorneys' ’ fees and investigation expenses), judgments, fines, losses, claims, damages or damages, liabilities (collectively, "Costs") incurred and amounts paid in settlement in connection with any claim, actionLegal Proceeding, suitarbitration, proceeding investigation or investigationinquiry, whether civil, criminal, regulatory, legislative administrative or investigative, arising to the extent such claim, Legal Proceeding, arbitration, investigation or inquiry arises directly or indirectly out of matters existing or pertains directly or indirectly to (i) any action or omission or alleged action or omission in such Indemnified Party’s capacity as a director, officer, employee or agent of any Acquired Company occurring at or prior to the Effective Time or (including ii) any of the transactions contemplated by this Agreement; provided, including however, that if, at any time prior to the entering into sixth (6th) anniversary of the Option AgreementEffective Time, any Indemnified Party delivers to Parent or the Surviving Corporation a written notice asserting a claim for indemnification under this Section 6.9(b), whether then the claim asserted in such notice shall survive the sixth (6th) anniversary of the Effective Time until such time as such claim is fully and finally resolved. Notwithstanding anything to the contrary contained in this Section 6.9(b) or claimed elsewhere in this Agreement, Parent agrees that it will not settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, Legal Proceeding, arbitration, investigation or inquiry for which indemnification may be sought under this Agreement without the prior towritten consent of the Indemnified Party unless such settlement provides for a full and unconditional release of the Indemnified Party. In addition, at or from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, advance, prior to advance the final disposition of any such Costs to each claim, Legal Proceeding, arbitration, investigation or inquiry for which indemnification may be sought under this Agreement, promptly following written request by an Indemnified Party as they are from time to time incurredtherefor, in each case to the fullest extent such Indemnified Party would have been indemnified as a directorall reasonable costs, officer or employee of Haven or any of its Subsidiaries under the DGCL. fees and expenses (bincluding reasonable attorneys’ fees and investigation expenses) Any Indemnified Party wishing to claim indemnification under Section 4.14(a), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Queens thereof, but the failure to so notify shall not relieve Queens of any liability it may have hereunder to such Indemnified Party if such failure does not materially prejudice the indemnifying party. In the event of any such claim, action, suit, proceeding or investigation, (i) Queens shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, and Queens shall not be liable to such Indemnified Party for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with any such claim, Legal Proceeding, arbitration, investigation or inquiry, in accordance with the defense thereofterms of the Organizational Documents of the Acquired Companies and any indemnification agreement between any Acquired Company and any Indemnified Party, each as in effect as of the date of this Agreement (subject to such Indemnified Party providing an undertaking to repay such advanced expenses to Parent and the Surviving Corporation, if it is ultimately determined by a final non-appealable judgment of a court of competent jurisdiction that such Indemnified Party is not entitled to indemnification pursuant to this Section 6.9). (c) From the Effective Time through the sixth (6th) anniversary of the Effective Time, Parent shall cause to be maintained in effect, for the benefit of the Indemnified Parties, the current level and scope of directors’ and officers’ liability insurance coverage as set forth in the Company’s current directors’ and officers’ liability insurance policies in effect as of the date hereof with respect to any action or omission or alleged action or omission occurring before or at the Effective Time, including with respect to any of the transactions contemplated by this Agreement, except that if Queens does not elect in no event shall Parent or the Surviving Corporation be required to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens and the Indemnified Party, the Indemnified Party may retain counsel satisfactory pay with respect to such Indemnified Party, and Queens shall remain responsible for insurance policies an annual premium greater than 300% of the reasonable fees and expenses aggregate annual premium most recently paid by the Acquired Companies prior to the date of such counsel as set forth above, to be paid promptly as statements therefor are receivedthis Agreement (the "Maximum Amount"); provided, however, that Queens shall be obligated pursuant in lieu of the foregoing, and notwithstanding anything to this paragraph the contrary contained above, the Company may obtain a prepaid “tail” policy (bthe “Tail Policy”) prior to pay for only one firm of counsel for all the Effective Time, which policy provides the Indemnified Parties in any one jurisdiction with directors’ and officers’ liability insurance for a period ending no earlier than the sixth (6th) anniversary of the Effective Time with respect to any given claimaction or omission or alleged action or omission occurring before or at the Effective Time, actionincluding with respect to any of the transactions contemplated by this Agreement. Parent shall cause any such Tail Policy to be maintained in full force and effect, suitfor its full term, proceeding or investigation unless and cause all obligations thereunder to be honored by the use of one counsel Surviving Corporation; provided, further, that in no event shall the Company be obligated to pay more than the Maximum Amount for such Indemnified Parties would present Tail Policy. (d) In the event any Acquired Company or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or Entity of such counsel with a conflict of interest; consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall ensure that the Indemnified Party will reasonably cooperate in successors and assigns of the defense of any such matter; and (iii) Queens shall not be liable for any settlement effected by an Indemnified Party without its prior written consent, which consent may not be withheld Company or delayed unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations againstthe Surviving Corporation, or defenses available toat Parent’s option, such Indemnified PartyParent, shall assume the obligations set forth in this Section 6.9. (ce) Queens shall pay all reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 to the fullest extent permitted under applicable law. The rights of each Indemnified Party hereunder under this Section 6.9 shall be in addition to to, and not in limitation of, any other rights such Indemnified Party may have under applicable lawthe Organizational Documents of the Company or the Surviving Corporation, under any other indemnification arrangement, under the DGCL or otherwise. This Section 6.9 shall survive the Acceptance Time and shall also survive consummation of the Merger and the Effective Time. This Section 6.9 is intended to benefit, and may be enforced by, the Indemnified Parties and their respective heirs, representatives, successors and assigns, and shall be binding on all successors and assigns of Parent and the Surviving Corporation. Section 6.9 may not be amended, altered or repealed after the Acceptance Time without the prior written consent of the affected Indemnified Party. (df) For a period purposes of six years after this Agreement, each individual who is or was an officer or director of any Acquired Company at any time prior to the Effective Time, Queens Time shall cause be deemed to be maintained in effect for the former directors and officers of Haven coverage under Queens' policy of directors and officers liability insurance no less advantageous to the beneficiaries thereof than the current policies of directors' and officers' liability insurance maintained by Haven; provided, however, that in no event shall Queens be obligated to expend, in order to maintain or provide insurance coverage pursuant to this Subsection 4.14(d), any premium per annum in excess of 200% of the amount of the annual premiums paid as of the date hereof by Haven for such insurance ("Maximum Agreement"); provided, further, that if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage of directors' and officers' insurance obtainable for an annual premium equal to the Maximum Amount; and provided, further, that officers and directors of Haven may be required to make application and provide customary representations and warranties to Queens' insurance carrier for the purpose of obtaining such insurance“Indemnified Party.”

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time through Time, Parent shall, and shall cause the sixth anniversary Surviving Corporation and its Subsidiaries to, fulfill and honor in all respects the obligations of the Effective DateCompany and each Subsidiary of the Company pursuant to (i) each indemnification, Queens agrees to indemnify and hold harmless each director and officer advancement of Haven expenses or similar agreement in effect between the Company or any Subsidiary of its Subsidiaries the Company and any Indemnified Party as of the date of this Agreement and (eachii) any indemnification, an "exculpation from liability or advancement of expenses provision set forth in the Organizational Documents of the Company or any Subsidiary of the Company as in effect as of the date of this Agreement. From and after the Effective Time, Parent shall cause the Surviving Corporation and its Subsidiaries to maintain in effect the indemnification, exculpation from liability and advancement of expenses provisions set forth in the Organizational Documents of the Company and each Subsidiary of the Company as in effect as of the date of this Agreement, and shall not permit the amendment (whether by merger, consolidation or otherwise), repeal or other modification of any such provisions in any manner that would adversely affect any of the rights thereunder of any Indemnified Party". (b) Without limiting the rights of the Indemnified Parties under Section 4.13(a) or Section 4.13(c), from and after the Effective Time, Parent and the Surviving Corporation shall jointly and severally indemnify and hold harmless each Indemnified Party against and from any costs or costs, fees and expenses (including reasonable attorneys' ’ fees and investigation expenses), judgments, fines, losses, claims, damages or damages, liabilities (collectively, "Costs") incurred and amounts paid in settlement in connection with any claim, actionLegal Proceeding, suitarbitration, proceeding investigation or investigationinquiry, whether civil, criminal, administrative or investigative, arising to the extent such claim, Legal Proceeding, arbitration, investigation or inquiry arises directly or indirectly, in whole or in part, out of matters existing or occurring pertains directly or indirectly, in whole or in part, to: (i) any action or omission or alleged action or omission in such Indemnified Party’s capacity as a director, officer, employee, fiduciary or agent of (A) the Company or any Subsidiary or other Affiliate of the Company, or (B) any employee benefit plan or other Entity or enterprise with respect to which such Indemnified Party has at any time served as a director, officer, employee, fiduciary or prior to agent at the Effective Time request of the Company or any Subsidiary of the Company (including the transactions contemplated by this Agreementregardless of whether such action or omission, including the entering into the Option Agreement)or alleged action or omission, whether asserted or claimed occurred prior to, at or after the Effective Time); or (ii) any action or transaction contemplated by this Agreement or taken at the request of Parent, and to advance the Company or any such Costs to each Indemnified Party as they are from time to time incurred, in each case Subsidiary of the Company. Notwithstanding anything to the fullest extent such Indemnified Party would have been indemnified as a directorcontrary contained in this Section 4.13(b) or elsewhere in this Agreement, officer Parent agrees that it shall not settle or employee of Haven compromise or any of its Subsidiaries under consent to the DGCL. (b) Any Indemnified Party wishing to claim indemnification under Section 4.14(a), upon learning entry of any judgment or otherwise seek termination with respect to any claim, Legal Proceeding, arbitration, investigation or inquiry for which indemnification may be sought under this Agreement unless such settlement, compromise, consent or termination (i) includes an unconditional release of all Indemnified Parties from all liability arising out of such claim, actionLegal Proceeding, suitarbitration, proceeding investigation or investigation, shall promptly notify Queens thereof, but the failure to so notify shall not relieve Queens inquiry and (ii) imposes no obligation of any liability it nature on any Indemnified Party. In addition, from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, advance, prior to the final disposition of any claim, Legal Proceeding, arbitration, investigation or inquiry for which indemnification may have hereunder to such be sought under this Agreement, promptly following any written request by an Indemnified Party if such failure does not materially prejudice the indemnifying party. In the event of any such claimtherefor, actionall reasonable out-of-pocket costs, suit, proceeding fees and expenses (including reasonable and documented attorneys’ fees and investigation expenses) incurred or investigation, (i) Queens shall have the right expected to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, and Queens shall not be liable to such Indemnified Party for any legal expenses of other counsel subsequently 36 incurred by such Indemnified Party in connection with any such claim, Legal Proceeding, arbitration, investigation or inquiry. (c) From the defense thereofEffective Time through the sixth anniversary of the Effective Time, except that if Queens does not elect Parent shall cause to assume such defense within a reasonable time or counsel be maintained in effect, for the Indemnified Party at any time advises that there are issues which raise conflicts benefit of interest between Queens and the Indemnified PartyParties, the Indemnified Party may retain counsel satisfactory to such Indemnified Party, current level and Queens shall remain responsible for the reasonable fees scope of directors’ and expenses of such counsel officers’ liability insurance coverage as set forth above, in the Company’s directors’ and officers’ liability insurance policies in effect immediately prior to be paid promptly as statements therefor are receivedthe Effective Time (the “Existing Policies”); provided, however, that Queens (i) in no event shall Parent be required pursuant to this Section 4.13(c) to expend in any one year an amount in excess of 300% of the annual premiums payable by the Company with respect to the Existing Policies for 2011, it being understood that if the annual premiums payable in one year for such insurance coverage exceed 300% of the annual premiums payable by the Company with respect to the Existing Policies in 2011, then Parent shall be obligated pursuant to this paragraph (b) obtain a policy with the greatest coverage available for an annual premium equal to pay for only one firm 300% of counsel for all Indemnified Parties in any one jurisdiction the annual premiums payable by the Company with respect to any given claimthe Existing Policies in 2011, action, suit, proceeding or investigation unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; and (ii) in lieu of the foregoing, and notwithstanding anything to the contrary contained in clause “(i)” above, the Company may obtain prior to the Effective Time a prepaid “tail” policy (the “Tail Policy”) providing the Indemnified Party will reasonably cooperate Parties with directors’ and officers’ liability insurance for a period ending no earlier than the sixth anniversary of the Effective Time so long as the aggregate amount paid by the Company for the Tail Policy does not exceed 300% of the annual premiums payable by the Company with respect to the Existing Policies for coverage in the defense of 2011. Parent shall cause any such matter; Tail Policy to be maintained in full force and (iii) Queens effect for its full term, and cause all obligations thereunder to be honored by the Surviving Corporation. In the event that any of the carriers issuing or reinsuring the Tail Policy shall not become insolvent or otherwise financially distressed such that any of them is reasonably likely to be liable unable to satisfy its financial obligations under the Tail Policy at any time during the term thereof, Parent agrees that it shall, from time to time, cause the Tail Policy to be replaced with another prepaid “tail” policy on terms and conditions providing substantially equivalent benefits and coverage levels as the Tail Policy, with a term extending for any settlement effected by an Indemnified Party without its prior written consent, which consent may not be withheld or delayed unless such settlement is unreasonable in light the remainder of such claimsterm (the “New Tail Policy”). In such event, actionsreferences in this Agreement to the Tail Policy shall be deemed to include any New Tail Policy, suits, proceedings or investigations against, or defenses available to, such Indemnified Partyas applicable. (cd) Queens shall pay all reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 to the fullest extent permitted under applicable law. The rights of each Indemnified Party hereunder under this Section 4.13 shall be in addition to to, and not in limitation of, any other rights such Indemnified Party may have under applicable law. (d) For a period the Organizational Documents of six years after the Company or any Subsidiary of the Company or the Surviving Corporation, under any other indemnification or similar arrangement, under the DGCL or otherwise. This Section 4.13 shall survive the Effective Time, Queens and is intended to benefit, and may be enforced by, the Indemnified Parties and their respective heirs, executors, estates, personal representatives, successors and assigns, and shall cause be binding on all successors and assigns of Parent and the Surviving Corporation. In the event of any merger, consolidation or other similar transaction involving Parent or the Surviving Corporation, or in the event of any sale or other disposition by Parent or the Surviving Corporation of all or substantially all of its assets, Parent shall ensure that the acquirer thereof shall assume the obligations of Parent and the Surviving Corporation under this Section 4.13. (e) For purposes of this Agreement, each individual who is or was an officer or director of the Company or any Subsidiary of the Company at any time prior to the Effective Time shall be deemed to be maintained in effect for the former directors and officers of Haven coverage under Queens' policy of directors and officers liability insurance no less advantageous to the beneficiaries thereof than the current policies of directors' and officers' liability insurance maintained by Haven; provided, however, that in no event shall Queens be obligated to expend, in order to maintain or provide insurance coverage pursuant to this Subsection 4.14(d), any premium per annum in excess of 200% of the amount of the annual premiums paid as of the date hereof by Haven for such insurance ("Maximum Agreement"); provided, further, that if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage of directors' and officers' insurance obtainable for an annual premium equal to the Maximum Amount; and provided, further, that officers and directors of Haven may be required to make application and provide customary representations and warranties to Queens' insurance carrier for the purpose of obtaining such insurance“Indemnified Party.”

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time through Time, Parent agrees to, and to cause the sixth anniversary of the Effective DateSurviving Corporation to, Queens agrees to indemnify and hold harmless each director all past and officer present officers, directors, employees and agents (the "Indemnified Parties") of Haven or any the Company and of its Subsidiaries to the full extent such persons may be indemnified by the Company pursuant to the Company's Certificate of Incorporation and Bylaws as in effect as of the date of this Agreement (each, an "Indemnified Party"), against any costs hereof for acts and omissions occurring at or prior to the Effective Time and shall advance reasonable litigation expenses (including reasonable attorneys' fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred by such persons in connection with defending any action arising out of such acts or omissions, provided that such persons provide the (b) Any Indemnified Party will promptly notify the Parent and the Surviving Corporation of any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement, including the entering into the Option Agreement), whether asserted or claimed prior to, at or after the Effective Time, and to advance any investigation for which such Costs to each Indemnified Party as they are from time to time incurred, in each case to the fullest extent such Indemnified Party would have been indemnified as a director, officer or employee of Haven or any of its Subsidiaries under the DGCL. (b) Any Indemnified Party wishing to claim party may seek indemnification under Section 4.14(a)this Section; provided, upon learning of any such claimhowever, action, suit, proceeding or investigation, shall promptly notify Queens thereof, but that the failure to so notify furnish any such notice shall not relieve Queens of Parent or the Surviving Corporation from any liability it may have hereunder indemnification obligation under this Section except to such Indemnified Party if such failure does not the extent Parent or the Surviving Corporation is materially prejudice the indemnifying partyprejudiced thereby. In the event of any such claim, action, suit, proceeding proceeding, or investigation, (ix) Queens shall the Surviving Corporation will have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Partythereof, and Queens shall the Surviving Corporation will not be liable to such Indemnified Party Parties for any legal expenses of other counsel or any other expenses subsequently incurred thereafter by such Indemnified Party Parties in connection with the defense thereof, except that all Indemnified Parties (as a group) will have the right to retain one separate counsel, reasonably acceptable to such Indemnified Party and Parent, at the expense of the indemnifying party if Queens does not elect the named parties to assume any such defense within a reasonable time or counsel for proceeding include both the Indemnified Party at any time advises that there are issues which raise conflicts and the Surviving Corporation and the representation of such parties by the same counsel would be inappropriate due to a conflict of interest between Queens and the Indemnified Partythem, the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Queens shall remain responsible for the reasonable fees and expenses of such counsel as set forth above, to be paid promptly as statements therefor are received; provided, however, that Queens shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction with respect to any given claim, action, suit, proceeding or investigation unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; (iiy) the Indemnified Party Parties will reasonably cooperate in the defense of any such matter; , and (iiiz) Queens shall the Surviving Corporation will not be liable for any settlement effected by an Indemnified Party without its prior written consent. In addition, which consent may not be withheld or delayed unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations againstParent will provide, or defenses available tocause the Surviving Corporation to provide, such Indemnified Party. (c) Queens shall pay all reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 to the fullest extent permitted under applicable law. The rights of each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party may have under applicable law. (d) For a period of not less than six years after the Effective Time, Queens shall cause to be maintained in effect for the former Company's current directors and officers of Haven an insurance and indemnification policy that provides coverage under Queens' policy of directors and officers liability insurance for events occurring at or prior to the Effective Time (the "D&O Insurance") that is no less advantageous to the beneficiaries thereof favorable than the current policies of directors' and officers' liability existing policy or, if substantially equivalent insurance maintained by Havencoverage is unavailable, the best available coverage; provided, however, that in no event Parent and the Surviving Corporation shall Queens not be obligated required to expend, in order to maintain or provide insurance coverage pursuant to this Subsection 4.14(d), any pay an annual premium per annum for the D&O Insurance in excess of 200% of one and one-half times the amount of the last annual premiums premium paid as of prior to the date hereof by Haven hereof, but in such case shall purchase as much such coverage as possible for such insurance ("Maximum Agreement"); provided, further, that if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage of directors' and officers' insurance obtainable for an annual premium equal to the Maximum Amount; and provided, further, that officers and directors of Haven may be required to make application and provide customary representations and warranties to Queens' insurance carrier for the purpose of obtaining such insuranceamount.

Indemnification; Directors’ and Officers’ Insurance. (a) From and For a period of six (6) years after the Effective Time through Time, the sixth anniversary of the Effective DateResultant Company shall indemnify, Queens agrees to indemnify defend and hold harmless each director and officer of Haven or any of its Subsidiaries harmless, to the fullest extent permitted under applicable Law, to the extent set forth in the Bye-Laws as of the date hereof, the present and former directors and officers of this Agreement the Company and each of its Subsidiaries (each, an "and their respective heirs and representative) (the “Indemnified Party"), Parties”) from and against any costs or expenses (including reasonable attorneys' fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") all Losses incurred in connection with any claim, action, suit, proceeding actual or investigationthreatened Action, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with the fact that such person was a director or officer of the Company or any of its Subsidiaries, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (including the Transaction and the other transactions and actions contemplated by this Agreement), including or taken by them at the entering into request of the Option Agreement)Company or any of the Company’s Subsidiaries, whether asserted or claimed prior to, at or after the Effective Time, . Each Indemnified Party will be entitled to advancement of reasonable expenses incurred in the investigation and to advance defense of any such Costs to each actual or threatened Action from the Resultant Company within ten (10) Business Days of receipt by the Resultant Company from the Indemnified Party as they are from time to time incurredof a request therefor, in each case to the fullest extent set forth in the Bye-Laws as of the date hereof; provided that any Person to whom expenses are advanced provides an undertaking, if and only to the extent required by applicable Law, to repay such advances if it is ultimately determined that such person is not entitled to indemnification. The Resultant Company shall not settle, compromise or consent to the entry of any judgment in any pending or threatened Action (and in which indemnification could be sought by such Indemnified Party), unless such settlement, compromise or consent includes an unconditional release of an Indemnified Party from all liability arising out of such Action or such Indemnified Party would otherwise consents. With respect to any determination of whether an Indemnified Party is entitled to indemnification under this Section 6.08(a), such Indemnified Party shall have been indemnified as a directorthe right to require that such determination be made by special, officer or employee of Haven independent legal counsel selected by the Indemnified Party (and reasonably acceptable to the Resultant Company), which counsel has not otherwise performed material services for the Resultant Company or any of its Subsidiaries under Affiliates within the DGCLprior three (3) years. (b) Any Indemnified Party wishing to claim indemnification under Section 4.14(a), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Queens thereof, but the failure to so notify shall not relieve Queens of any liability it The Company may have hereunder to such Indemnified Party if such failure does not materially prejudice the indemnifying party. In the event of any such claim, action, suit, proceeding or investigation, (i) Queens shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, and Queens shall not be liable to such Indemnified Party for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereofconsent of Parent, except that if Queens does such consent not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Queens shall remain responsible for the reasonable fees and expenses of such counsel as set forth above, to be paid promptly unreasonably withheld, conditioned or delayed) obtain as statements therefor are received; provided, however, that Queens shall be obligated pursuant to this paragraph of the Closing “tail” insurance policies with a claims period of at least six (b6) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction years from the Effective Time with respect to any given claim, action, suit, proceeding or investigation unless the use directors’ and officers’ liability insurance in amount and scope substantially comparable to the coverage applicable to the Company’s directors and officers as of one counsel for the date hereof (the “Tail Policies”). The premium of such Indemnified Parties would present such counsel with a conflict of interest; (ii) Tail Policies shall be no more than the Indemnified Party will reasonably cooperate amount set forth in the defense of any such matter; and (iii) Queens shall Company Disclosure Letter. If the Company does not be liable for any settlement effected by an Indemnified Party without its obtain the Tail Policies prior written consent, which consent may not be withheld or delayed unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Party. (c) Queens shall pay all reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 to the fullest extent permitted under applicable law. The rights of each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party may have under applicable law. (d) For Closing, for a period of six (6) years after from the Effective Time, Queens Parent shall cause to be maintained in effect for from insurance carriers with an A.M. Best rating of at least B+, policies of substantially comparable coverage as the former directors and officers of Haven coverage under Queens' policy of directors and officers liability insurance no less advantageous to the beneficiaries thereof than the current policies of directors' ’ and officers' ’ liability insurance maintained by Haven; provided, however, that in no event shall Queens be obligated to expend, in order to maintain the Company or provide insurance coverage pursuant to this Subsection 4.14(d), any premium per annum in excess of 200% of the amount of the annual premiums paid its Subsidiaries as of the date hereof (the “D&O Insurance”) for the benefit of those persons who are covered by Haven for such policies on the Closing Date with respect to matters occurring at or prior to the Effective Time, to the extent that such liability insurance can be maintained at cost to Parent of not greater than the amount specified in Section 6.08(b) of the Company Disclosure Letter; provided that, if such insurance ("Maximum Agreement"); providedcannot be so maintained or obtained at such cost, further, that if Parent shall cause the amount of the annual premiums necessary Resultant Company to maintain or procure obtain as much of such insurance coverage exceeds as can be so maintained or obtained (not to exceed six (6) years from the Maximum AmountClosing Date) at such cost. (c) Notwithstanding anything herein to the contrary, Queens shall obtain if any Action (whether arising before, at or after the most advantageous coverage of Closing Date) is commenced or threatened against any party covered by directors' ’ and officers' insurance obtainable for an annual premium equal ’ liability insurance, on or prior to the Maximum Amount; sixth anniversary of the Effective Time, the provisions of this Section 6.08 shall continue in effect until the final disposition of such Action. (d) If the Resultant Company or any of its successors or assigns shall (i) consolidate or amalgamate with or merge into any other Person and providedshall not be the continuing or surviving company or entity of such consolidation, furtheramalgamation or merger or (ii) transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that officers the successors and directors assigns of Haven the Resultant Company shall assume by written agreement all of the obligations of the Resultant Company set forth in this Section 6.08. (e) The obligations under this Section 6.08 shall not be terminated, amended, waived 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 Insurance or the Tail Policies (and their heirs and representatives)) without the prior written consent of such affected Indemnified Party or other person who is a beneficiary under the D&O Insurance or the Tail Policies (and their heirs and representatives). Each of the Indemnified Parties or other persons who are beneficiaries under the D&O Insurance or the Tail Policies (and their heirs and representatives) are intended to be third party beneficiaries of this Section 6.08, 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 Insurance or the Tail Policies (and their heirs and representatives)) under this Section 6.08 shall be in addition to, and not in substitution for, any other rights that such persons may be required have under the memorandum of association, bye-laws or other Organizational Documents, any and all Contracts or indemnification agreements of or entered into by the Company or any of its Subsidiaries or under applicable Law (whether at law or in equity), all of which exculpation and indemnification provisions of which shall survive the Closing and the Effective Time to make application the extent not expressly terminated. (f) Nothing contained in this Section 6.08 shall in any way limit any rights or entitlements that any Indemnified Party may have by Contract with regard to indemnification, exculpation, advancement of legal fees, directors’ and provide customary representations officers’ liability insurance, errors and warranties to Queens' omissions insurance carrier for or the purpose of obtaining such insurancelike.

Indemnification; Directors’ and Officers’ Insurance. (a) From Without limiting or being limited by the provisions of Section 7.7(b) and after to the extent permitted by applicable Law, during the period commencing as of the Merger Effective Time through and ending on the sixth (6th) anniversary of the Merger Effective DateTime, Queens agrees to indemnify REIT II shall (and shall cause the Surviving Entity to): (i) indemnify, defend and hold harmless each director Indemnified Party against and officer of Haven or any of its Subsidiaries as of the date of this Agreement (each, an "Indemnified Party"), against from any costs or expenses (including reasonable attorneys' fees and expenses’ fees), judgments, fines, losses, claims, damages or damages, liabilities (collectively, "Costs") incurred and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising Action to the extent such Action arises out of matters existing or occurring at pertains to (x) any action or prior to omission or alleged action or omission in such Indemnified Party’s capacity as a manager, director, officer, partner, member, trustee, employee or agent of REIT I or any of the Effective Time REIT I Subsidiaries, or (including y) this Agreement or any of the transactions contemplated by this Agreement, including the entering into Merger; and (ii) pay in advance of the Option Agreement), whether asserted or claimed prior to, at or after the Effective Time, and to advance final disposition of any such Costs to each Action the expenses (including reasonable attorneys’ fees and any expenses incurred by any Indemnified Party as they are from time in connection with enforcing any rights with respect to time incurredindemnification) of any Indemnified Party without the requirement of any bond or other security, in each case to the fullest extent permitted by Law, but subject to REIT II’s or the Surviving Entity’s receipt of an undertaking by or on behalf of such Indemnified Party would have been indemnified as a director, officer or employee of Haven or any of its Subsidiaries under the DGCL. (b) Any to repay such amount if it shall ultimately be determined that such Indemnified Party wishing is not entitled to claim indemnification under Section 4.14(a)be indemnified. Notwithstanding anything to the contrary set forth in this Agreement, upon learning REIT II or the Surviving Entity, as applicable, (i) shall not settle or compromise or consent to the entry of any such judgment or otherwise seek termination with respect to any claim, action, suit, suit or proceeding against or investigation, shall promptly notify Queens thereof, but the failure to so notify shall not relieve Queens investigation of any liability it Indemnified Party for which indemnification may have hereunder to be sought under this Section 7.7(a) without the Indemnified Party’s 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 if such failure does not materially prejudice the indemnifying party. In the event from all liability arising out of any such claim, action, suit, proceeding or investigation, (i) Queens shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, and Queens shall not be liable to such Indemnified Party for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if Queens does not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Queens shall remain responsible for the reasonable fees and expenses of such counsel as set forth above, to be paid promptly as statements therefor are received; provided, however, that Queens shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction with respect to any given claim, action, suit, proceeding or investigation unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; (ii) the Indemnified Party will reasonably cooperate in the defense of any such matter; and (iii) Queens shall not be liable for any settlement effected by an Indemnified Party without its prior written consent, consent (which consent may shall not be withheld unreasonably withheld, delayed or delayed conditioned) and (iii) shall not have any obligation hereunder to any Indemnified Party to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable Law, in which case the Indemnified Party shall promptly refund to REIT II or the Surviving Entity the amount of all such expenses theretofore advanced pursuant hereto. (b) Without limiting the foregoing, and to the extent permitted by applicable Law, each of REIT II and the Surviving Entity agrees that, during the period commencing as of the Merger Effective Time and ending on the sixth (6th) anniversary of the Merger Effective Time, all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Merger Effective Time now existing in favor of the current or former managers, directors, officers, partners, members, trustees, employees, agents, fiduciaries or other individuals of REIT I or any of the REIT I Subsidiaries (the “Indemnified Parties”) as provided in (i) the REIT I Charter, the REIT I Bylaws or, if applicable, similar organizational documents or agreements of any REIT I Subsidiary (the “REIT I Organizational Documents”) and (ii) indemnification agreements of REIT I shall survive the Merger and shall continue in full force and effect in accordance with their terms. For a period of six (6) years following the Merger Effective Time, the organizational documents of REIT II and the Surviving Entity and the organizational documents of any applicable REIT II Subsidiary or REIT I Subsidiary shall contain provisions no less favorable with respect to indemnification and limitations on liability of directors and officers than are set forth in the REIT II Governing Documents as of the Merger Effective Time or, if applicable, similar organizational documents or agreements of any REIT II Subsidiary. The REIT II Governing Documents provisions shall not be amended, repealed or otherwise modified for a period of six (6) years following the Merger Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Merger Effective Time, were Indemnified Parties, unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Partymodification shall be required by applicable Law and then only to the minimum extent required by applicable Law. (c) Queens REIT I shall use its best efforts to obtain an extended reporting period coverage under REIT I’s directors’ and officers’ liability insurance policies or the substantial equivalent of such coverage (to be effective as of the Merger Effective Time) with a policy period of six (6) years after the Merger Effective Time, on prepaid and non-cancellable terms, for a cost not in excess of three times the current annual premiums for such insurance. REIT II and the Surviving Entity shall not take any action to terminate or modify the terms of the extended reporting period coverage. (d) If REIT II or the Surviving Entity or any of their respective successors or assigns (i) consolidates with or merges with or into any other Person and shall not be the continuing or surviving corporation, partnership or other entity of such consolidation or merger or (ii) liquidates, dissolves or winds-up, or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of REIT II or the Surviving Entity, as applicable, assume the obligations set forth in this Section 7.7. (e) REIT II shall cause the Surviving Entity to pay all reasonable Costsexpenses, including reasonable attorneys' ’ fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 7.7. (f) The provisions of this Section 7.7 are intended to be for the fullest extent permitted under applicable law. The rights of express benefit of, and shall be enforceable by, each Indemnified Party hereunder (who are intended third party beneficiaries of this Section 7.7), his or her heirs and his or her personal representatives, shall be binding on all successors and assigns of REIT I, REIT II and the Surviving Entity and shall not be amended in addition a manner that is adverse to the Indemnified Party (including his or her successors, assigns and heirs) without the prior written consent of the Indemnified Party (including such successors, assigns and heirs) affected thereby. The exculpation and indemnification provided for by this Section 7.7 shall not be deemed to be exclusive of any other rights such to which an Indemnified Party may have under applicable law. (d) For a period of six years after the Effective Timeis entitled, Queens shall cause to be maintained in effect for the former directors and officers of Haven coverage under Queens' policy of directors and officers liability insurance no less advantageous to the beneficiaries thereof than the current policies of directors' and officers' liability insurance maintained by Haven; provided, however, that in no event shall Queens be obligated to expend, in order to maintain or provide insurance coverage whether pursuant to this Subsection 4.14(d)applicable Law, any premium per annum in excess of 200% of the amount of the annual premiums paid as of the date hereof by Haven for such insurance ("Maximum Agreement"); provided, further, that if the amount of the annual premiums necessary to maintain Contract or procure such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage of directors' and officers' insurance obtainable for an annual premium equal to the Maximum Amount; and provided, further, that officers and directors of Haven may be required to make application and provide customary representations and warranties to Queens' insurance carrier for the purpose of obtaining such insuranceotherwise.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after In the Effective Time through the sixth anniversary event of the Effective Date, Queens agrees to indemnify and hold harmless each director and officer of Haven any threatened or any of its Subsidiaries as of the date of this Agreement (each, an "Indemnified Party"), against any costs or expenses (including reasonable attorneys' fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any actual claim, action, suit, demand, proceeding or investigation, whether civil, criminalcriminal or administrative (each, administrative an “Action”), in which any person who is now, or investigativehas been at any time prior to the date hereof, or who becomes prior to the Merger Effective Time, a director or officer of the Company (each, an “Indemnified Party” and collectively, the “Indemnified Parties”) is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to the negotiation, execution or performance of this Agreement, any agreement or document delivered in connection herewith, or any of the transactions contemplated hereby, from and after the Merger Effective Time, the Purchaser Parties and the Surviving Company (together with the Company, the “Indemnitors”), shall jointly and severally indemnify and hold harmless, to the fullest extent that a Delaware corporation is permitted under applicable Law to indemnify its own directors and officers, each Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement reasonably incurred or suffered by such Indemnified Party in connection with any such Action (collectively, “Indemnifiable Amounts”), and in the event of any such Action, if and to the extent the DGCL permits, the Indemnitors shall, to the fullest extent permitted by applicable Law, within twenty (20) days of written request, advance expenses incurred by an Indemnified Party in defending any such Action pending its final disposition. (b) The Indemnitors shall have the right to defend each Indemnified Party in any Action that may give rise to the payment of Indemnifiable Amounts hereunder; provided, however, that the Indemnitors shall notify such Indemnified Party of any such decision to defend within thirty (30) calendar days of receipt of written notice of any such Action, and provided, further, that the Indemnitors shall not, without the prior written consent of such Indemnified Party, consent to the entry of any judgment against such Indemnified Party or enter into any settlement or compromise that (i) includes an admission of fault of such Indemnified Party or (ii) does not include, as an unconditional term thereof, the full release of such Indemnified Party from all liability in respect of such Action, which release shall be in form and substance reasonably satisfactory to such Indemnified Party. (c) Notwithstanding Section 5.10(b), if in any Action to which an Indemnified Party is entitled to indemnification under Section 5.10(a), the Indemnitors fail to assume the defense of such Action in a timely manner, such Indemnified Party shall be entitled to be represented by separate legal counsel of such Indemnified Party’s choice at the expense of the Indemnitors; provided, however, that none of the Indemnitors shall be liable for any settlement effected without its prior written consent. For the avoidance of doubt, the obligations of the Indemnitors under this Section 5.10 shall continue after the Acceptance Date and the Closing Date. (d) Any Indemnified Party wishing to claim indemnification under this Section 5.10, upon learning of any such Action, shall promptly notify the Company and, after the Merger Effective Time, the Surviving Company, thereof; provided, however, that the failure to so notify shall not affect the obligations of the Company and the Surviving Company except to the extent, if any, that such failure promptly to notify materially and adversely prejudices such party. (e) Parent, Purchaser Sub and Purchaser LP agree that all rights to indemnification and contribution existing in favor of, and all exculpations and limitations of the personal liability of, the Indemnified Parties and all trustees, directors, officers and employees of the Company or any Company Subsidiary provided for in the Company Charter or the Company Bylaws or any organizational documents of the Company Subsidiaries, as well as indemnification agreements, as in effect as of the date hereof, with respect to matters occurring at or prior to the Merger Effective Time, including the Merger, shall continue in full force and effect in accordance with their terms. For a period of at least six (6) years after the Merger Effective Time, the Surviving Company shall, and Parent will cause the Surviving Company to, use commercially reasonable efforts to cause to be maintained in effect, with respect to any acts and omissions that occurred at or prior to the Merger Effective Time, directors’ and officers’ liability insurance coverage having the same or better terms and conditions as the directors’ and officers’ liability insurance coverage currently maintained by the Company; provided, however, that in satisfying such obligation, none of Parent or any Purchaser Subsidiary shall be obligated to pay premiums per annum in excess of 200% of the aggregate amount per annum that the Company and the Company Subsidiaries paid for such coverage in the last full fiscal year, which amount the Company has disclosed to Parent prior to the date hereof. Notwithstanding the foregoing, the Company may elect in lieu of the foregoing insurance, prior to the Merger Effective Time, to obtain and fully pay for a policy (providing coverage for the Indemnified Parties and such officers) with a claims period of at least six (6) years from the Merger Effective Time from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance in an amount and scope no less favorable than the Company’s existing policies with respect to matters existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement, including the entering into the Option Agreement), whether asserted or claimed prior to, at or after the Merger Effective Time, provided that the cost thereof does not exceed 300% of the aggregate amount per annum that the Company and to advance any the Company Subsidiaries paid for such Costs to each Indemnified Party as they are from time to time incurred, coverage in each case the last full fiscal year. If such “tail” policy has been obtained by the Company prior to the fullest extent Merger Effective Time, Parent and the Surviving Corporation shall maintain such Indemnified Party would have been indemnified as a director, officer or employee of Haven or any of policy in full force and effect for its Subsidiaries under full term and shall continue to honor the DGCLCompany’s obligations thereunder. (bf) Any This Section 5.10 is intended for the irrevocable benefit of, and to grant third party rights to, the Indemnified Parties and shall be binding on all successors and assigns of Parent, the Company and the Surviving Company. Each of the Indemnified Parties shall be entitled to enforce the covenants contained in this Section 5.10. If any Indemnified Party wishing to makes any claim for indemnification or advancement of expenses under this Section 4.14(a)5.10 that is denied by the Indemnitors, upon learning and a court of any such claim, action, suit, proceeding or investigation, shall promptly notify Queens thereof, but competent jurisdiction determines that the failure to so notify shall not relieve Queens of any liability it may have hereunder Indemnified Party is entitled to such indemnification, then the Indemnitors shall pay such Indemnified Party if Party’s costs and expenses, including reasonable legal fees and expenses, incurred in connection with pursuing such failure does not materially prejudice claim against the indemnifying party. Indemnitors. (g) In the event of any such claim, action, suit, proceeding or investigation, that the Surviving Company (i) Queens shall have the right to assume the defense thereof consolidates with counsel reasonably acceptable to the Indemnified Party, or merges into any other person or entity and Queens shall not be liable to such Indemnified Party for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if Queens does not elect to assume such defense within a reasonable time continuing or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Queens shall remain responsible for the reasonable fees and expenses surviving entity of such counsel as set forth above, to be paid promptly as statements therefor are received; provided, however, that Queens shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction with respect to any given claim, action, suit, proceeding consolidation or investigation unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; merger or (ii) transfers or conveys all or substantially all its properties and assets to any person or entity, then, and in each such case, proper provision shall be made so that such continuing or surviving entity or transferee, as the Indemnified Party will reasonably cooperate in case may be, assumes the defense of any such matter; and (iii) Queens shall not be liable for any settlement effected by an Indemnified Party without its prior written consent, which consent may not be withheld or delayed unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Party. (c) Queens shall pay all reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for set forth in this Section 4.14 to the fullest extent permitted under applicable law. The rights of each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party may have under applicable law5.10. (d) For a period of six years after the Effective Time, Queens shall cause to be maintained in effect for the former directors and officers of Haven coverage under Queens' policy of directors and officers liability insurance no less advantageous to the beneficiaries thereof than the current policies of directors' and officers' liability insurance maintained by Haven; provided, however, that in no event shall Queens be obligated to expend, in order to maintain or provide insurance coverage pursuant to this Subsection 4.14(d), any premium per annum in excess of 200% of the amount of the annual premiums paid as of the date hereof by Haven for such insurance ("Maximum Agreement"); provided, further, that if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage of directors' and officers' insurance obtainable for an annual premium equal to the Maximum Amount; and provided, further, that officers and directors of Haven may be required to make application and provide customary representations and warranties to Queens' insurance carrier for the purpose of obtaining such insurance.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time through the sixth anniversary of the Effective DateTime, Queens agrees to Parent shall indemnify and hold harmless and shall advance expenses as incurred, in each director and officer case to the extent (subject to applicable law) such persons are indemnified or entitled to advancement of Haven or any of its Subsidiaries expenses as of the date of this Agreement by the Company pursuant to the Company Charter, the Company Bylaws, the governing or organizational documents of any Subsidiary of the Company or any contract in existence as of the date hereof and disclosed to Parent, each present and former director and officer of the Company and its Subsidiaries (eachin each case, an "when acting in such capacity) (collectively, the “Company Indemnified Party"), Parties”) against any costs or expenses (including reasonable attorneys' fees and expenses’ fees), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") 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 out of matters the fact that such person is or was a director or officer of the Company or any of its Subsidiaries and pertaining to matters, acts or omissions existing or occurring at or prior to the Effective Time (Time, including matters, acts or omissions occurring in connection with the approval of this Agreement and the transactions contemplated by this Agreement; provided that in the case of advancement of expenses, including the entering into Company Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Company Indemnified Party is not entitled to indemnification. Parent shall reasonably cooperate with the Option Agreement), whether asserted or claimed prior to, at or after the Effective TimeCompany Indemnified Party, and to advance any such Costs to each the Company Indemnified Party as they are from time to time incurredshall reasonably cooperate with Parent, in each case to the fullest extent such Indemnified Party would have been indemnified as a director, officer or employee of Haven or any of its Subsidiaries under the DGCL. (b) Any Indemnified Party wishing to claim indemnification under Section 4.14(a), upon learning defense of any such claim, action, suit, proceeding or investigation, shall promptly notify Queens thereof, but the failure to so notify shall not relieve Queens of any liability it may have hereunder to such Indemnified Party if such failure does not materially prejudice the indemnifying party. In the event of any such claim, action, suit, proceeding or investigation, (i) Queens shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, and Queens shall not be liable to such Indemnified Party for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if Queens does not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Queens shall remain responsible for the reasonable fees and expenses of such counsel as set forth above, to be paid promptly as statements therefor are received; provided, however, that Queens shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction with respect to any given claim, action, suit, proceeding or investigation unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; (ii) the Indemnified Party will reasonably cooperate in the defense of any such matter; and (iii) Queens shall not be liable for any settlement effected by an Indemnified Party without its prior written consent, which consent may not be withheld or delayed unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Party. (c) Queens shall pay all reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 to the fullest extent permitted under applicable law. The rights of each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party may have under applicable law. (db) For a period of six (6) years after the Effective Time, Queens Parent shall cause to be maintained maintain in effect for the former directors current policies of directors’ and officers of Haven coverage under Queens' policy of directors and officers officers’ liability insurance maintained by the Company (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 beneficiaries thereof than insured) with respect to claims against the current policies present and former officers and directors of directors' and officers' liability insurance maintained the Company or any of its Subsidiaries arising from facts or events which occurred at or before the Effective Time (including the transactions contemplated by Haventhis Agreement); provided, however, provided that in no event Parent shall Queens not be obligated to expend, in order to maintain or provide insurance coverage pursuant to this Subsection 4.14(d)on an annual basis, any premium per annum an amount in excess of 200300% of the amount of the current annual premiums premium paid as of the date hereof by Haven the Company for such insurance ("Maximum Agreement"the “Premium Cap”); provided, further, that and if the amount of the annual such premiums necessary to maintain or procure for such insurance would at any time exceed the Premium Cap, then Parent shall cause to be maintained policies of insurance which provide the maximum coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage of directors' and officers' insurance obtainable for available at an annual premium equal to the Maximum Amount; Premium Cap. In lieu of the foregoing, the Company may, in consultation with Parent, obtain at or prior to the Effective Time a six-year “tail” policy under the Company’s existing directors and provided, further, officers insurance policy providing equivalent coverage to that officers described in the preceding sentence if and directors of Haven to the extent that the same may be required obtained for an amount that, in the aggregate, does not exceed the Premium Cap. If Parent or the Company purchases such a “tail policy,” Parent shall maintain in effect such “tail policy.” (c) The obligations of Parent and the Company under this Section 6.7 shall not be terminated or modified after the Effective Time in a manner so as to make application adversely affect any Company Indemnified Party or any other person entitled to the benefit of this Section 6.7 without the prior written consent of the affected Company Indemnified Party or affected person. (d) The provisions of this Section 6.7 shall survive the Effective Time and provide customary representations and warranties are intended to Queens' insurance carrier be for the purpose benefit of, and shall be enforceable by, each Company Indemnified Party and his or her heirs and representatives. If Parent or any of obtaining its successors or assigns will consolidate with or merge into any other entity and not be the continuing or surviving entity of such insuranceconsolidation or merger, transfer all or substantially all of its assets or deposits to any other entity or engage in any similar transaction, then in each case to the extent the obligations set forth in this Section 6.7 are not otherwise transferred and assumed by such successors and assigns by operation of law or otherwise, Parent will cause proper provision to be made so that the successors and assigns of Parent will expressly assume the obligations set forth in this Section 6.7.

Indemnification; Directors’ and Officers’ Insurance. (a) From For six years from and after the Effective Time through the sixth anniversary of the Effective DateTime, Queens agrees to Arch will indemnify and hold harmless each present and former director and officer of Haven or any of its Subsidiaries PageNet (solely when acting in such capacity) determined as of the date of this Agreement Effective Time (each, an the "Indemnified PartyParties"), against any costs or expenses (including reasonable attorneys' fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at at, or prior to to, the Effective Time (including the transactions contemplated by this Agreement, including the entering into the Option Agreement)Time, whether asserted or claimed prior to, at or after the Effective Time, and to advance any such Costs to each Indemnified Party as they are from time to time incurred, in each case to the fullest extent such Indemnified Party that PageNet would have been indemnified permitted under Delaware law and its certificate of incorporation or bylaws in effect on the date of this Agreement to indemnify such Person (and the Surviving Corporation shall also advance expenses as a directorincurred to the fullest extent permitted under applicable law, officer or employee of Haven or any of its Subsidiaries under provided the DGCLPerson 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) Any Indemnified Party wishing to claim indemnification under paragraph (a) of this Section 4.14(a)6.13 shall promptly notify Arch, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Queens thereof, but the failure to so notify shall not relieve Queens Arch of any liability it may have hereunder to such Indemnified Party if such failure does not materially prejudice the indemnifying partyability of Arch to defend such claims. In the event of any such claim, action, suit, proceeding or investigationinvestigation (whether arising before or after the Effective Time), (i) Queens Arch shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, and Queens Arch shall not be liable to such Indemnified Party Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Party Parties in connection with the defense thereof, except that if Queens does Arch elects not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time Parties advises that there are issues which raise actual conflicts of interest between Queens Arch and the Indemnified PartyParties, the Indemnified Party Parties may retain counsel satisfactory to such Indemnified Partythem, and Queens Arch shall remain responsible for the pay all reasonable fees and expenses of such counsel as set forth above, to be paid for the Indemnified Parties promptly as statements therefor are received; provided, however, that Queens Arch shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction with respect to any given claim, action, suit, proceeding or investigation (unless the use of one counsel for there is such Indemnified Parties would present such counsel with a an actual conflict of interest; ), (ii) the Indemnified Party Parties will reasonably cooperate in the defense of any such matter; matter and (iii) Queens Arch shall not be liable for any settlement effected by an Indemnified Party without its prior written consent, which consent may not be withheld or delayed unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Party. (c) Queens Arch shall pay all reasonable Costs, including attorneysmaintain a policy of officers' fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided directors' liability insurance for in this Section 4.14 acts and omissions occurring prior to the fullest extent permitted under applicable law. The rights of each Indemnified Party hereunder shall be Effective Time ("D&O Insurance") with coverage in addition to any other rights such Indemnified Party may have under applicable law. (d) For amount and scope at least as favorable as PageNet's existing directors' and officers' liability insurance coverage for a period of six years after the Effective Time, Queens shall cause to be maintained in effect for the former directors and officers of Haven coverage under Queens' policy of directors and officers liability insurance no less advantageous to the beneficiaries thereof than the current policies of directors' and officers' liability insurance maintained by Haven; provided, however, that in no event shall Queens be obligated if the existing D&O Insurance expires, is terminated or canceled, or if the annual premium therefor is increased to expend, in order to maintain or provide insurance coverage pursuant to this Subsection 4.14(d), any premium per annum an amount in excess of 200% of the last annual premium paid prior to the date of this Agreement (the "Current Premium"), in each case during such six year period, Arch will use its best efforts to obtain D&O Insurance in an amount and scope as great as can be obtained for the remainder of such period for a premium not in excess (on an annualized basis) of 200% of the annual premiums paid as Current Premium. The provisions of this Section 6.13(c) shall be deemed to have been satisfied if prepaid policies shall have been obtained by PageNet prior to the Closing, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on, or prior to, the Effective Time, including, without limitation, with respect to the transactions contemplated by this Agreement. If such prepaid policies shall have been obtained by PageNet prior to the Closing, then Arch shall maintain such policies in full force and effect and shall continue to honor PageNet's obligations thereunder. (d) If Arch or any of its successors or assigns: (i) shall consolidate with, or merge into, any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, proper provisions shall be made so that the successors and assigns of Arch shall assume all of the date hereof obligations set forth in this section. At the Effective Time, Arch shall assume and be bound by Haven for such insurance ("Maximum Agreement"); providedall of PageNet's indemnity obligations with respect to officers, further, directors and employees of corporations it previously acquired that if are identified in the amount corresponding section of the annual premiums necessary PageNet Disclosure Letter. (e) The provisions of this section are intended to maintain or procure such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage of directors' and officers' insurance obtainable for an annual premium equal to the Maximum Amount; and provided, further, that officers and directors of Haven may be required to make application and provide customary representations and warranties to Queens' insurance carrier for the purpose benefit of, and shall be enforceable by, each of obtaining such insurancethe Indemnified Parties, their heirs and their representatives.

Indemnification; Directors’ and Officers’ Insurance. (a) From and For a period of six years after the Effective Time through Closing Date, Parent shall cause the sixth anniversary Amalgamated Company to and the Amalgamated Company shall indemnify, defend and hold harmless, to the fullest extent permitted under applicable Law, the present and former directors and officers of the Effective Date, Queens agrees to indemnify Company and hold harmless each director and officer of Haven or any of its Subsidiaries as of (the date of this Agreement (each, an "“Indemnified Party"), Parties”) from and against any costs or expenses (including reasonable attorneys' fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") all Losses incurred in connection with any claim, action, suit, proceeding or investigationAction, whether civil, criminal, administrative or investigativeinvestigative related to the fact that such person was a director or officer of the Company or any of its Subsidiaries, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (including the Amalgamation and the other transactions contemplated by this Agreement), including or taken by them at the entering into request of the Option Agreement)Company or any of the Company’s Subsidiaries, whether asserted or claimed prior to, at or after the Effective Time, and to advance any such Costs to each . Each Indemnified Party as they will be entitled to advancement of reasonable expenses incurred in the defense of any Action from the Amalgamated Company within ten Business Days of receipt by the Amalgamated Company from the Indemnified Party of a request therefor; provided that any Person to whom expenses are from time to time incurredadvanced provides an undertaking, in each case if and only to the fullest extent required by applicable Law, to repay such advances if it is ultimately determined that such person is not entitled to indemnification. The Amalgamated Company shall not settle, compromise or consent to the entry of any judgment in any proceeding or threatened Action (and in which indemnification could be sought by such Indemnified Party), unless such settlement, compromise or consent includes an unconditional release of an Indemnified Party from all liability arising out of such Action or such Indemnified Party would have been indemnified as a director, officer or employee of Haven or any of its Subsidiaries under the DGCLotherwise consents. (b) Any Indemnified Party wishing to claim indemnification under Section 4.14(a), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Queens thereof, but the failure to so notify shall not relieve Queens of any liability it may have hereunder to such Indemnified Party if such failure does not materially prejudice the indemnifying party. In the event of any such claim, action, suit, proceeding or investigation, (i) Queens shall have the right to assume the defense thereof with counsel reasonably acceptable Prior to the Indemnified PartyClosing Date, Parent shall cause Amalgamation Sub to amend the indemnification and Queens shall not be liable to exculpation provisions of its Bye-laws such Indemnified Party for any legal expenses of other counsel subsequently incurred by that after such Indemnified Party in connection amendment the Bye-Laws comply with the defense thereof, except that if Queens does not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Queens shall remain responsible for the reasonable fees and expenses of such counsel as set forth above, to be paid promptly as statements therefor are received; provided, however, that Queens shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction with respect to any given claim, action, suit, proceeding or investigation unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; (ii) the Indemnified Party will reasonably cooperate in the defense of any such matter; and (iii) Queens shall not be liable for any settlement effected by an Indemnified Party without its prior written consent, which consent may not be withheld or delayed unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Party. (c) Queens shall pay all reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 to 6.08(b) as of and after the fullest extent permitted under applicable lawEffective Time. The rights of each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party may have under applicable law. (d) For a period of six years after following the Closing Date, Parent shall (and shall cause the Amalgamated Company and its Subsidiaries to) cause the Bye-Laws (and other similar Organizational Documents) of the Amalgamated Company and its Subsidiaries to contain provisions with respect to indemnification and exculpation that are at least as favorable as the indemnification and exculpation provisions contained in the Bye-Laws (or other similar Organizational Documents) of the Company and its Subsidiaries immediately prior to the Effective Time, Queens and during such six year period, such provisions shall not be amended, repealed or otherwise modified in any respect, adverse to the Indemnified Parties, except as required by Law. Parent agrees that all rights to exculpation and indemnification for acts or omissions in favor of the Indemnified Parties occurring prior to or at the Effective Time as provided in the Company’s Bye-Laws or in any agreement listed in the Company Disclosure Letter shall be assumed by the Amalgamated Company from and after the Closing and shall continue in full force and effect in accordance with their terms from the Closing until the sixth anniversary of the Closing Date. (c) The Company may (with the consent of Parent, such consent not to be unreasonably withheld) obtain as of the Closing “tail” insurance policies with a claims period of at least six years from the Closing Date with respect to the directors’ and officers’ liability insurance in amount and scope at least as favorable as the coverage applicable to the Company’s directors and officers as of the date hereof (the “Tail Policy”). The premium of such Tail Policy shall be no more than the amount set forth in the Company Disclosure Letter. If the Company does not obtain the Tail Policy prior to the Closing, for a period of six years from the Closing Date, Parent shall cause to be maintained in effect for policies of at least the former directors and officers of Haven same coverage under Queens' policy of directors and officers liability insurance no less advantageous to as the beneficiaries thereof than the current policies of directors' ’ and officers' ’ liability insurance maintained by Haven; provided, however, that in no event shall Queens be obligated to expend, in order to maintain the Company or provide insurance coverage pursuant to this Subsection 4.14(d), any premium per annum in excess of 200% of the amount of the annual premiums paid its Subsidiaries as of the date hereof (the “D&O Insurance”) for the benefit of those persons who are covered by Haven such policies on the Closing Date with respect to matters occurring at or prior to the Closing, to the extent that such liability insurance can be maintained at a cost to Parent not greater than 250 percent of the last annualized premium for the current directors’ and officers’ liability insurance as set forth in the Company Disclosure Letter; provided that, if such insurance ("Maximum Agreement"); providedcannot be so maintained or obtained at such cost, further, that if Parent shall cause the amount of the annual premiums necessary Amalgamated Company to maintain or procure obtain as much of such insurance coverage exceeds as can be so maintained or obtained (not to exceed six years from the Maximum Amount, Queens shall obtain the most advantageous coverage of directors' and officers' insurance obtainable for an annual premium Closing Date) at a cost equal to 250 percent of the Maximum Amount; and provided, further, that officers and directors of Haven may be required to make application and provide customary representations and warranties to Queens' insurance carrier last annualized premium for the purpose of obtaining such insurance. (d) Notwithstanding anything herein to the contrary, if any Action (whether arising before, at or after the Closing Date) is made against any party covered by directors’ and officers’ liability insurance, on or prior to the sixth anniversary of the Closing Date, the provisions of this Section 6.08 shall continue in effect until the final disposition of such Action. (e) If the Amalgamated Company or any of its successors or assigns shall (i) consolidate or amalgamate with or merge into any other Person and shall not be the continuing or surviving company or entity of such consolidation, amalgamation or merger or (ii) transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of the Amalgamated Company shall assume all of the obligations of the Amalgamated Company set forth in this Section 6.08. (f) The obligations under this Section 6.08 shall not be 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 Insurance or the Tail Policy (and their heirs and representatives)) without the prior written consent of such affected Indemnified Party or other person who is a beneficiary under the D&O Insurance or the Tail Policy (and their heirs and representatives). Each of the Indemnified Parties or other persons who are beneficiaries under the D&O Insurance or the Tail Policy (and their heirs and representatives) are intended to be third party beneficiaries of this Section 6.08, 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 Insurance or the Tail Policy (and their heirs and representatives)) under this Section 6.08 shall be in addition to, and not in substitution for, any other rights that such persons may have under the memorandum of association, bye-laws or other Organizational Documents, any and all indemnification agreements of or entered into by the Company or any of its Subsidiaries, or applicable Law (whether at law or in equity).

Indemnification; Directors’ and Officers’ Insurance. (a) From and after In the Effective Time through the sixth anniversary event of the Effective Date, Queens agrees to indemnify and hold harmless each director and officer of Haven any threatened or any of its Subsidiaries as of the date of this Agreement (each, an "Indemnified Party"), against any costs or expenses (including reasonable attorneys' fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any actual claim, action, suit, proceeding or investigation, whether civil, criminalcriminal or administrative, administrative including, without limitation, any such claim, action, suit, proceeding or investigativeinvestigation in which any person who is now, arising out or has been at any time prior to the date of matters existing this Agreement, or occurring at or who becomes prior to the Effective Time (including the transactions contemplated by this Agreement, including the entering into the Option Agreement), whether asserted or claimed prior to, at or after the Effective Time, and to advance any such Costs to each Indemnified Party as they are from time to time incurred, in each case to the fullest extent such Indemnified Party would have been indemnified as a director, officer or employee of Haven MCB, BB or any of their respective Subsidiaries (the "Indemnified Parties") is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that he or she is or was a director, officer or employee of MCB, BB, their respective Subsidiaries or any of their respective predecessors or was prior to the Effective Time serving at the request of any such party as a director, officer, employee, fiduciary or agent of another corporation, partnership, trust or other enterprise or (ii) this Agreement, the Stock Option Agreements, or any of the transactions contemplated hereby and thereby and all actions taken by an Indemnified Party in connection herewith or therewith, whether in any case asserted or arising before or after the Effective Time, the parties hereto agree to cooperate and use their best efforts to defend against and respond thereto. It is understood and agreed that after the Effective Time, BB shall indemnify and hold harmless, as and to the fullest extent permitted by law, each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys' fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by law upon receipt of an undertaking from such Indemnified Party to repay such advanced expenses if it is finally determined (with no further rights of appeal) that such Indemnified Party was not entitled to indemnification hereunder), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether asserted or arising before or after the Effective Time), the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with BB; provided, however, that (A) BB shall have the right to assume the defense thereof and upon such assumption BB shall not be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by any Indemnified Party in connection with the defense thereof, except that if BB elects not to assume such defense, or counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are or may be (whether or not any have yet actually arisen) issues which raise conflicts of interest between BB and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them, and BB shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties, (B) BB shall be obligated pursuant to this paragraph to pay for only one firm of counsel for all Indemnified Parties, (C) BB shall not be liable for any settlement effected without its Subsidiaries under prior written consent (which consent shall not be unreasonably withheld) and (D) BB shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that indemnification of such Indemnified Party in the DGCL. (b) manner contemplated hereby is prohibited by applicable law. Any Indemnified Party wishing to claim indemnification under this Section 4.14(a)7.12, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Queens BB thereof, but provided that the failure to so notify shall not relieve Queens affect the obligations of any liability it may have hereunder BB under this Section 7.12 except (and only) to such Indemnified Party if the extent such failure does not to notify materially prejudice prejudices BB. BB's obligations under this Section 7.12 shall continue in full force and effect for a period of six (6) years from the indemnifying party. In the event of any such claim, action, suit, proceeding or investigation, (i) Queens shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, and Queens shall not be liable to such Indemnified Party for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if Queens does not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Queens shall remain responsible for the reasonable fees and expenses of such counsel as set forth above, to be paid promptly as statements therefor are receivedEffective Time; provided, however, that Queens all rights to indemnification in respect of any claim (a "Claim") asserted or made within such period shall be obligated pursuant to this paragraph continue until the final disposition of such Claim. (b) Without limiting any of the obligations under paragraph (a) of this Section 7.12, BB agrees that all rights to pay for only one firm indemnification and all limitations of counsel for all liability existing in favor of the Indemnified Parties as provided in MCB's Amended and Restated Articles of Incorporation or Bylaws or in the similar governing documents of any one jurisdiction of MCB's Subsidiaries as in effect as of the date of this Agreement with respect to any given claim, action, suit, proceeding matters occurring on or investigation unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; (ii) the Indemnified Party will reasonably cooperate in the defense of any such matter; and (iii) Queens shall not be liable for any settlement effected by an Indemnified Party without its prior written consent, which consent may not be withheld or delayed unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Party. (c) Queens shall pay all reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 to the fullest extent permitted under applicable law. The rights of each Indemnified Party hereunder Effective Time shall be survive the Reorganization and shall continue in addition to full force and effect, without any other rights such Indemnified Party may have under applicable law. (d) For amendment thereto, for a period of six (6) years after from the Effective Time, Queens shall cause to be maintained in effect for the former directors and officers of Haven coverage under Queens' policy of directors and officers liability insurance no less advantageous to the beneficiaries thereof than the current policies of directors' and officers' liability insurance maintained by Haven; provided, however, that all rights to indemnification in no event respect of any Claim asserted or made within such period shall Queens continue until the final disposition of such Claim; provided further, however, that nothing contained in this Section 7.12 shall be obligated deemed to expendpreclude the liquidation, consolidation or merger of MCB or any MCB Subsidiary, in order which case all of such rights to maintain indemnification and limitations on liability shall be deemed to so survive and continue notwithstanding any such liquidation, consolidation or provide insurance coverage pursuant merger and shall constitute rights which may be asserted against BB. Nothing contained in this Section 7.12 shall be deemed to this Subsection 4.14(d), preclude any premium per annum rights to indemnification or limitations on liability provided in excess MCB's Amended and Restated Articles of 200% Incorporation or Bylaws or the similar governing documents of the amount any of the annual premiums paid as of the date hereof by Haven for such insurance ("Maximum Agreement"); provided, further, that if the amount of the annual premiums necessary MCB's Subsidiaries with respect to maintain or procure such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage of directors' and officers' insurance obtainable for an annual premium equal matters occurring subsequent to the Maximum Amount; Effective Time to the extent that the provisions establishing such rights or limitations are not otherwise amended to the contrary. (c) In the event BB or any of its successors or assigns (i) consolidates with or merges into any other person and providedshall not be the continuing or surviving corporation or entity of such consolidation or merger, furtheror (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 officers the successors and directors assigns of Haven may BB shall assume the obligations set forth in this Section 7.12. (d) The provisions of this Section 7.12 are intended to be required to make application and provide customary representations and warranties to Queens' insurance carrier for the purpose of obtaining such insurancebenefit 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 Effective Time through the sixth third anniversary of the Effective Date, Queens RCFC agrees to indemnify and hold harmless each present and former director and officer of Haven or any of Ironbound and its Subsidiaries and each officer or employee of Ironbound and its Subsidiaries that is serving or has served as a director or trustee of the date of this Agreement another entity expressly at Ironbound's request or direction (each, an "Indemnified Party"), against any costs or expenses (including reasonable attorneys' fees and expensesfees), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement, including the entering into the Option Agreement), whether asserted or claimed prior to, at or after the Effective Time, and to advance any such Costs to each Indemnified Party as they are from time to time incurred, in each case to the fullest extent such Indemnified Party would have been indemnified as a director, officer or employee of Haven or any of Ironbound and its Subsidiaries and as then permitted under the DGCLapplicable law. (b) Any Indemnified Party wishing to claim indemnification under Section 4.14(a), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Queens RCFC thereof, but the failure to so notify shall not relieve Queens RCFC of any liability it may have hereunder to such Indemnified Party if such failure does not materially and substantially prejudice the indemnifying party. In the event of any such claim, action, suit, proceeding or investigation, (i) Queens RCFC shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, Party and Queens RCFC shall not be liable to such Indemnified Party for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if Queens RCFC does not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens RCFC and the Indemnified PartyParty (and counsel for RCFC does not disagree), the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Queens RCFC shall remain responsible for the reasonable fees and expenses of such counsel as set forth above, to be paid promptly as statements therefor are received; provided, however, that Queens RCFC shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction with respect to any given claim, action, suit, proceeding or investigation unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; (ii) the Indemnified Party will reasonably cooperate in the defense of any such matter; and (iii) Queens RCFC shall not be liable for any settlement effected by an Indemnified Party without its prior written consent, which consent may not be withheld or delayed unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Party. (c) Queens RCFC shall pay all reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 to the fullest extent permitted under applicable law. The rights of each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party may have under applicable law. (d) For a period of six years after the Effective Time, Queens shall cause to be maintained in effect for the former directors and officers of Haven coverage under Queens' policy of directors and officers liability insurance no less advantageous to the beneficiaries thereof than the current policies of directors' and officers' liability insurance maintained by Haven; provided, however, that in no event shall Queens be obligated to expend, in order to maintain or provide insurance coverage pursuant to this Subsection 4.14(d), any premium per annum in excess of 200% of the amount of the annual premiums paid as of the date hereof by Haven for such insurance ("Maximum Agreement"); provided, further, that if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage of directors' and officers' insurance obtainable for an annual premium equal to the Maximum Amount; and provided, further, that officers and directors of Haven may be required to make application and provide customary representations and warranties to Queens' insurance carrier for the purpose of obtaining such insurance.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time through Time, the sixth anniversary of Surviving Corporation or its successors (the Effective Date"Indemnifying Parties") shall, Queens agrees to indemnify indemnify, defend and hold harmless each director and officer person who is now, or at any time prior to the date hereof has been or who prior to the Effective Time becomes, an officer, director, employee or agent of Haven IRT or any of its Subsidiaries as of (the date of this Agreement (each, an "Indemnified PartyParties"), ) from and against (i) any costs or expenses (including reasonable attorneys' fees and expenses), judgments, fines, all losses, claims, damages damages, costs, expenses, liabilities, judgments or liabilities amounts that are paid in settlement with the approval of the Indemnifying Party (collectively, "Costs"which approval shall not unreasonably be withheld) incurred of or in connection with any claim, action, suit, proceeding proceeding, case or investigationinvestigation ("Action") based or arising, in whole or in part, out of or in connection with the fact that such person is or was a director, officer or employee of IRT or any of its Subsidiaries or arising as a result of this Agreement or the transactions contemplated hereby, whether civil, criminal, administrative or investigative, arising out of matters pertaining to any matter existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement, including the entering into the Option Agreement), and whether asserted or claimed prior to, at or after the Effective Time, and to advance any such Costs to each Indemnified Party as they are from time to time incurred, in each case to the fullest extent IRT would be permitted under the GBCC and its charter and bylaws to indemnify its own directors, officers, employees and agents, as the case may be including provisions relating to the advancement of expenses in advance of the final disposition of any such Action to each Indemnified Party would have been indemnified as a director, officer or employee of Haven or any of its Subsidiaries to the fullest extent permitted under the DGCL. (b) GBCC and the Sarbanes-Oxley Act upon receipt of any undertaking required by txx XXXX xxx xxs charter and bylaws. Any Indemnified Party wishing electing to claim indemnification under Section 4.14(a)this Section, upon learning of any such claim, action, suit, proceeding or investigationAction, shall promptly notify Queens thereof, the Indemnifying Party of such election (but the failure so to so notify the Indemnifying Party shall not relieve Queens of it from any liability which it may have hereunder under this Section, except to the extent such failure materially prejudices it or if it otherwise forfeits substantive rights and defenses as a result of such failure), and shall deliver to the Indemnifying Party the undertaking required by the GBCC and its charter and bylaws. If any such Action is brought against any of the Indemnified Parties and such Indemnified Parties notify the Indemnifying Parties of its commencement, the Indemnifying Parties will be entitled to participate in and, to the extent that they elect by delivering written notice to such Indemnified Party if such failure does Parties promptly after receiving notice of the commencement of the Action from the Indemnified Parties, to assume the defense of the action and after notice from the Indemnifying Parties to the Indemnified Parties of their election to assume the defense, the Indemnifying Parties will not materially prejudice be liable to the indemnifying partyIndemnified Parties for any legal or other expenses except as provided below. In If the event of any such claimIndemnifying Parties assume the defense, action, suit, proceeding or investigation, (i) Queens the Indemnifying Parties shall have the right to assume settle such action without the defense thereof with counsel reasonably acceptable to consent of the Indemnified Party, and Queens shall not be liable to such Indemnified Party for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if Queens does not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Queens shall remain responsible for the reasonable fees and expenses of such counsel as set forth above, to be paid promptly as statements therefor are receivedParties; provided, however, that Queens the Indemnifying Parties shall be obligated pursuant required to this paragraph obtain such consent (bwhich consent shall not be unreasonably withheld) to pay for only one firm if the settlement includes any admission of counsel for all wrongdoing on the part of the Indemnified Parties or any decree or restriction on the Indemnified Parties; provided further, however, that no Indemnifying Parties, in the defense of any one jurisdiction such action shall, except with the consent of the Indemnified Parties (which consent shall not be unreasonably withheld), consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Parties of a release from all liability with respect to such action. The Indemnified Parties will have the right to employ their own counsel in any given such action, but the fees, expenses and other charges of such counsel will be at the expense of such Indemnified Parties unless (i) the employment of counsel by the Indemnified Parties has been authorized in writing by the Indemnifying Parties, (ii) the Indemnified Parties have reasonably concluded (based on written advise of counsel to the Indemnified Parties) that there may be legal defenses available to them that are different from or in addition to and inconsistent with those available to the Indemnifying Parties, (iii) a conflict or potential conflict exists (based on written advice of counsel to the Indemnified Parties) between the Indemnified Parties and the Indemnifying Parties (in which case the Indemnifying Parties will not have the right to direct the defense of such action on behalf of the Indemnified Parties) or (iv) the Indemnifying Parties have not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action from the Indemnified Parties, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the Indemnifying Parties and shall, to the extent permitted by law, promptly be paid by each Indemnifying Party as they become due and payable in advance of the final disposition of the claim, action, suit, proceeding or investigation unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; (ii) the Indemnified Party will reasonably cooperate in the defense of any such matter; and (iii) Queens shall not be liable for any settlement effected by an Indemnified Party without its prior written consent, which consent may not be withheld or delayed unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Party. (c) Queens shall pay all reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 to the fullest extent and in the manner permitted under applicable by law. The rights of each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party may have under applicable law. (d) For a period of six years after the Effective Time, Queens shall cause to be maintained in effect for the former directors and officers of Haven coverage under Queens' policy of directors and officers liability insurance no less advantageous to the beneficiaries thereof than the current policies of directors' and officers' liability insurance maintained by Haven; provided, however, that in no event shall Queens any contingent fee arrangement be considered reasonable. Notwithstanding the foregoing, the Indemnifying Parties shall not be obligated to expendadvance any expenses or costs prior to receipt of an undertaking by or on behalf of each Indemnified Party to repay any expenses advanced if it shall ultimately be determined that the Indemnified Party is not entitled to be indemnified against such expense. It is understood that the Indemnifying Parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such Indemnified Parties, unless (a) the employment of more than one counsel has been expressly authorized in writing by the Indemnifying Parties, (b) any of the Indemnified Parties has reasonably concluded (based on written advice of counsel to the Indemnified Parties) that there may be legal defenses available to them that are different from or in addition to and inconsistent with those available to the other Indemnified Parties or (c) a conflict or potential conflict exists (based on written advice of counsel to the Indemnified Parties) between any of the Indemnified Parties and the other Indemnified Parties, in each case of which the Indemnifying Parties shall be obligated to pay the reasonable fees and expenses of such additional counsel or counsels. Notwithstanding anything to the contrary set forth in this Agreement, the Indemnifying Parties (i) shall not be liable for any settlement effected without their prior written consent (which shall not be unreasonably withheld) and (ii) shall not have any obligation hereunder to any Indemnified Party to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable law. In the event of a final and non-appealable determination by a court that any payment of expenses is prohibited by applicable law, the Indemnified Parties shall promptly refund to maintain or provide insurance coverage pursuant to this Subsection 4.14(d), any premium per annum in excess of 200% of the Indemnifying Parties the amount of all such expenses theretofore advanced pursuant hereto. (b) For not less than six years after the annual premiums paid as of Effective Time, the date hereof by Haven for such insurance ("Maximum Agreement"); provided, further, that if the amount of the annual premiums necessary to Company shall maintain or procure such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage of directors' and officers' liability insurance obtainable for an annual premium equal policies with Royal Sun Alliance (or its successors) of at least the same coverage and amounts containing terms and conditions which are no less advantageous than the directors' and officers' liability insurance coverage provided by IRT's directors' and officers' liability insurance on the date hereof, or if such coverage is unavailable on commercially reasonable terms, the Company shall use commercially reasonable efforts to the Maximum Amount; and obtain as much coverage as is reasonably available, provided, further, that officers and directors the indemnified parties shall each provide the Company with claim letters substantially in the form of Haven may be required to make application and provide customary representations and warranties to Queens' insurance carrier Exhibit B. (c) This section is intended for the purpose irrevocable benefit of, and to grant third-party rights to, the Indemnified Parties and their respective successors, assigns and heirs and shall be binding on all successors and assigns of obtaining the Company. Each of the Indemnified Parties shall be entitled to enforce the covenants contained in this Section and the Company acknowledges and agrees that each Indemnified Party would suffer irreparable harm and that no adequate remedy at law exists for a breach of such insurancecovenants and such Indemnified Party shall be entitled to injunctive relief and specific performance in the event of any breach of any provision in this Section. (d) If the Company or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case the successors and assigns of such entity shall assume the obligations set forth in this Section, which obligations are expressly intended to be for the irrevocable benefit of, and shall be enforceable by, each director and officer covered hereby.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after Without limiting or being limited by the provisions of Section 7.7(b), during the period commencing as of the Effective Time through and ending on the sixth (6th) anniversary of the Effective DateTime, Queens agrees to indemnify Hammer shall, and shall cause the Surviving Entity to: (i) indemnify, defend and hold harmless each director Indemnified Party against and officer of Haven or from any of its Subsidiaries as of the date of this Agreement (each, an "Indemnified Party"), against any reasonable costs or expenses (including reasonable attorneys' fees ’ fees, costs and expenses), judgments, fines, losses, claims, damages or damages, liabilities (collectively, "Costs") incurred and amounts paid in settlement in connection with any claimAction or threatened Action and any investigation, actionwhether arising before or after the Effective Time, suitbut only to the extent such Action or investigation arises out of or pertains to any action or omission or alleged action or omission in such Indemnified Party’s capacity as a manager, proceeding director, officer, partner, member, trustee, employee or agent of Xxxxxx or any of the Xxxxxx Subsidiaries; and (ii) pay in advance of the final disposition of any such Action the reasonable expenses (including reasonable attorneys’ fees, costs and expenses incurred by any Indemnified Party in connection with enforcing any rights with respect to indemnification or advancement of expenses, but only to the extent, in the case of any Action to enforce rights to indemnification or advancement of expenses, that any Indemnified Party is successful, in whole or in part, in enforcing such Indemnified Party’s rights with respect to indemnification or advancement of expenses) of any Indemnified Party without the requirement of any bond or other security, in each case to the fullest extent permitted by Law, but subject to Hammer’s or the Surviving Entity’s receipt of an undertaking by or on behalf of such Indemnified Party to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that such Indemnified Party is not entitled to be indemnified. Notwithstanding anything to the contrary set forth in this Agreement, Hammer or the Surviving Entity, as applicable, (i) shall not settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any Action against or investigation of any Indemnified Party for which indemnification may be sought under this Section 7.7(a) without the Indemnified Party’s 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 Action or investigation, whether civil(ii) shall not be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld, criminaldelayed or conditioned) and (iii) shall not have any obligation hereunder to any Indemnified Party to the extent that a court of competent jurisdiction shall determine in a final and non-appealable Order that such indemnification is prohibited by applicable Law, administrative in which case the Indemnified Party shall promptly refund to Hammer or investigativethe Surviving Entity the amount of all such expenses previously advanced pursuant hereto for which indemnification is prohibited by such final and non-appealable Order. (b) Without limiting the foregoing, arising out each of matters Hammer and the Surviving Entity agrees that all rights to exculpation of liabilities, indemnification and advancement of expenses existing as of the date hereof in favor of the current and former managers, directors, officers, partners, members, trustees, employees or agents of Xxxxxx or any of the Xxxxxx Subsidiaries (collectively, the “Indemnified Parties”) for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (including the transactions contemplated by this Agreement, including the entering into the Option Agreement)Time, whether asserted or claimed prior to, at or after the Effective Time, and to advance any such Costs to each Indemnified Party as they are from time to time incurred, provided in each case to the fullest extent such Indemnified Party would have been indemnified as a director, officer or employee of Haven or any of its Subsidiaries under the DGCL. (b) Any Indemnified Party wishing to claim indemnification under Section 4.14(a), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Queens thereof, but the failure to so notify shall not relieve Queens of any liability it may have hereunder to such Indemnified Party if such failure does not materially prejudice the indemnifying party. In the event of any such claim, action, suit, proceeding or investigation, (i) Queens shall have the right to assume Xxxxxx Governing Documents or, if applicable, similar organizational documents or agreements of any Xxxxxx Subsidiary and any of the defense thereof with counsel reasonably acceptable to the Indemnified Party, and Queens shall not be liable to such Indemnified Party for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if Queens does not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Queens shall remain responsible for the reasonable fees and expenses of such counsel as set forth above, to be paid promptly as statements therefor are received; provided, however, that Queens shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction Hammer Governing Documents with respect to any given claim, action, suit, proceeding or investigation unless of the use of one counsel for such Indemnified Parties would present such counsel with a conflict or arising out of interest; any rights to exculpation of liabilities, indemnification obligations set forth in any Xxxxxx Benefit Plan or (ii) any indemnification agreements of Xxxxxx or any Xxxxxx Subsidiary, all of which shall survive the Indemnified Party will reasonably cooperate Merger and shall continue in the defense of any such matter; full force and (iii) Queens shall not be liable for any settlement effected by an Indemnified Party without its prior written consent, which consent may not be withheld or delayed unless such settlement is unreasonable effect in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Partyaccordance with their terms. (c) Queens For a period of six (6) years after the Effective Time, Hammer shall, and shall cause the Surviving Entity to maintain in effect Xxxxxx’x current directors’ and officers’ liability insurance covering each Person currently covered by Xxxxxx’x directors’ and officers’ liability insurance policy for acts or omissions occurring prior to and through the Effective Time; provided, that in lieu of such obligation, (i) the Surviving Entity may substitute therefor policies of an insurance company with the same or better rating as Xxxxxx’x current insurance carrier the material terms of which, including coverage and amount, are no less favorable in any material respect to such Indemnified Parties than Xxxxxx’x existing policies as of the date hereof or (ii) in consultation with Xxxxxx, Xxxxxx may obtain extended reporting period coverage under Xxxxxx’x existing insurance programs (to be effective as of the Effective Time) for a period of six (6) years after the Effective Time for a cost not in excess of three times the current annual premiums for such insurance; and provided, further, that in no event shall the Surviving Entity be required to pay annual premiums for insurance under this Section 7.7(c) in excess of 300% of the most recent annual premiums paid by Xxxxxx for such purpose, it being understood that if the annual premiums of such insurance coverage exceed such amount, the Surviving Entity shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amount. (d) Hammer shall cause the Surviving Entity to pay all reasonable Costsexpenses, including reasonable attorneys' ’ fees, costs and expenses that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 7.7. (e) The provisions of this Section 7.7 are intended to be for the fullest extent permitted under applicable law. The rights of express benefit of, and shall be enforceable by, each Indemnified Party hereunder (who are intended third party beneficiaries of this Section 7.7), his or her heirs and his or her personal representatives, shall be binding on all successors and assigns of Xxxxxx, Hammer and the Surviving Entity and shall not be amended in addition a manner that is adverse to the Indemnified Party (including his or her successors, assigns and heirs) without the prior written consent of the Indemnified Party (including such successors, assigns and heirs) affected thereby. The exculpation and indemnification provided for by this Section 7.7 shall not be deemed to be exclusive of any other rights such to which an Indemnified Party may have under applicable law. (d) For a period of six years after the Effective Timeis entitled, Queens shall cause to be maintained in effect for the former directors and officers of Haven coverage under Queens' policy of directors and officers liability insurance no less advantageous to the beneficiaries thereof than the current policies of directors' and officers' liability insurance maintained by Haven; provided, however, that in no event shall Queens be obligated to expend, in order to maintain or provide insurance coverage whether pursuant to this Subsection 4.14(d)applicable Law, any premium per annum in excess of 200% of the amount of the annual premiums paid as of the date hereof by Haven for such insurance ("Maximum Agreement"); provided, further, that if the amount of the annual premiums necessary to maintain Contract or procure such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage of directors' and officers' insurance obtainable for an annual premium equal to the Maximum Amount; and provided, further, that officers and directors of Haven may be required to make application and provide customary representations and warranties to Queens' insurance carrier for the purpose of obtaining such insuranceotherwise.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after In the Effective Time through the sixth anniversary event of the Effective Dateany threatened or actual claim, Queens agrees action, suit, proceeding or investigation in which any person who is now, or has been at any time prior to indemnify and hold harmless each director and officer of Haven or any of its Subsidiaries as of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of Mid-Valley (the “Indemnified Parties”) is, or is threatened to be, made a party based in whole or in part on (i) the fact that he or she is or was a director or officer of Mid-Valley, or (ii) this Agreement (eachor any of the transactions contemplated by this Agreement, an "whether asserted or arising before or after the Effective Time, the parties hereto agree to cooperate and use their best efforts to defend against and respond thereto. It is understood and agreed that, after the Effective Time, Bancorp shall indemnify and hold harmless, as permitted by law, each such Indemnified Party"), Party against any costs or losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys' fees attorney fees) and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred amounts paid in settlement in connection with any such threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement, including the entering into the Option Agreement), whether asserted or claimed prior to, at or after the Effective Time, and to advance any such Costs to each Indemnified Party as they are from time to time incurred, in each case to the fullest extent such Indemnified Party would have been indemnified as a director, officer or employee of Haven or any of its Subsidiaries under the DGCL. (b) Any Indemnified Party wishing to claim indemnification under Section 4.14(a7.7(a), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Queens Bancorp thereof, but provided that the failure to so notify shall not relieve Queens affect the obligations of any liability it may have hereunder Bancorp under this Section 7.7 except to such Indemnified Party if the extent such failure does not to notify materially prejudice the indemnifying partyprejudices Bancorp. In the event of any such threatened or actual claim, action, suit, proceeding proceeding, or investigation, (i1) Queens Bancorp shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, and Queens upon such assumption Bancorp shall not be liable to such any Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by such any Indemnified Party in connection with the defense thereof, except that if Queens does Bancorp elects not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time Parties or if Bancorp advises the Indemnified Parties that there are issues which raise conflicts of interest between Queens Bancorp and the Indemnified PartyParties, the Indemnified Party Parties may retain counsel reasonably satisfactory to such Indemnified Partythem after consultation with Bancorp, and Queens Bancorp shall remain responsible for pay the reasonable fees and expenses of such counsel as set forth above, to be paid promptly as statements therefor are receivedfor the Indemnified Parties; provided, however, that Queens Bancorp shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction with respect to any given claimParties, actionunless an Indemnified Party shall have reasonably concluded, suitbased on the advice of counsel, proceeding or investigation unless that the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; , and (ii2) the such Indemnified Party will reasonably shall cooperate fully in the defense of any such matter; and (iii) Queens . Bancorp shall not be liable for any settlement effected by an Indemnified Party without its prior written consent, consent (which consent may shall not be unreasonably withheld or delayed unless such settlement is unreasonable in light delayed), and Bancorp shall have no obligation to any Indemnified Party if a court of competent jurisdiction shall determine that indemnification of such claimsIndemnified Party in the manner contemplated hereby is prohibited by applicable law. Notwithstanding the foregoing, actions, suits, proceedings Bancorp shall have no obligation to indemnify the Indemnified Parties except to the extent they would be entitled to such indemnification under the provisions of Bancorp’s articles of incorporation or investigations against, bylaws or defenses available to, any agreement to which Bancorp is a party as in effect on the date of this Agreement if such Indemnified PartyParties had been officers or directors of Bancorp at the time of the event giving rise to such indemnification. (c) Queens shall pay all reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 to the fullest extent permitted under applicable law. The rights of each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party may have under applicable law. (d) For a period of six three years after from the Effective Time, Queens Bancorp shall use its best efforts to cause to be maintained in effect for the former directors and officers of Haven coverage under Queens' policy of directors and officers liability insurance no less advantageous to the beneficiaries thereof than the current policies of directors' directors and officers' liability ’ insurance maintained by HavenMid-Valley (provided that Bancorp may substitute therefor policies of at least the same coverage and amounts containing terms and conditions that are not substantially less advantageous than such policy) with respect to claims arising from 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 Queens be obligated to expend, in order if Bancorp is unable to maintain or provide obtain the insurance coverage pursuant to called for by this Subsection 4.14(dSection 7.7(c), Bancorp shall use its best efforts to obtain as much comparable insurance as is available. (d) In the event Bancorp or any premium per annum of its successors or assigns (i) consolidates with or merges into any other corporation or other entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person, corporation, or other entity, then, and in excess of 200% of the amount of the annual premiums paid as of the date hereof by Haven for each such insurance ("Maximum Agreement"); providedcase, further, that if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage of directors' and officers' insurance obtainable for an annual premium equal to the Maximum Amount; extent necessary, proper provision shall be made so that the successors and provided, further, that officers and directors assigns of Haven may Bancorp assume the obligations set forth in this Section 7.7. (e) The provisions of this Section 7.7 are intended to be required to make application and provide customary representations and warranties to Queens' insurance carrier for the purpose of obtaining such insurancebenefit 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 In the Effective Time through the sixth anniversary event of the Effective Date, Queens agrees to indemnify and hold harmless each director and officer of Haven any threatened or any of its Subsidiaries as of the date of this Agreement (each, an "Indemnified Party"), against any costs or expenses (including reasonable attorneys' fees and expenses), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any actual claim, action, suit, proceeding or investigation, whether civil, criminalcriminal or administrative, administrative including, without limitation, any such claim, action, suit, proceeding or investigativeinvestigation in which any individual who is now, arising out or has been at any time before the date of matters existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement, including the entering into the Option Agreement), whether asserted or claimed prior to, at or after who becomes before the Effective Time, and a director or officer or employee of Equality or the Equality Subsidiaries (the "Indemnified Parties"), is, or is ------------------- threatened to advance any such Costs be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to each Indemnified Party as they are from time to time incurred, in each case to (i) the fullest extent such Indemnified Party would have been indemnified as fact that he or she is or was a director, officer or employee of Haven Equality or the Equality Subsidiaries or any of its Subsidiaries under their respective predecessors, or (ii) this Agreement or any of the DGCL.transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time, Allegiant agrees to cooperate and use reasonable efforts to defend against and respond thereto. It is understood and agreed that after the Effective Time, Allegiant shall (and shall cause the Surviving Corporation to) defend, indemnify and hold harmless, as and to the fullest extent permitted by law, each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including payment of reasonable attorney's fees and expenses and other costs in advance of the final disposition of any claim, suit, (bA) Allegiant shall have the right to assume the defense thereof and upon such assumption Allegiant shall not be liable to any Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by any Indemnified Party in connection with the defense thereof, except that if Allegiant elects not to assume such defense or if any Indemnified Party furnishes Allegiant with a written legal opinion reasonably acceptable to Allegiant that there are issues that raise conflicts of interest between Allegiant and the Indemnified Party, such Indemnified Party may retain counsel reasonably satisfactory to it after consultation with Allegiant, and Allegiant shall pay the reasonable fees and expenses of such counsel for such Indemnified Party (provided that if Allegiant assumes the defense thereof, Allegiant shall not settle any claim, action, suit, proceeding or investigation or consent to any legal judgment without first obtaining the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed), (B) Allegiant shall be obligated pursuant to this Section ------- 5.14 (a) to pay for only one firm of counsel for all Indemnified ------- Parties, unless an Indemnified Party shall have furnished to Allegiant a written legal opinion reasonably acceptable to Allegiant that there is a material conflict of interest between the interests of such Indemnified Party and the interests of one or more other Indemnified Parties and that the interests of such Indemnified Party will not be adequately represented unless separate counsel is retained, in which case, Allegiant shall be obligated to pay such separate counsel, (C) Allegiant shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld or delayed) and (D) Allegiant shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. Any Indemnified Party wishing to claim indemnification Indemnification under this Section 4.14(a)------- 5.14, upon learning of any such claim, action, suit, proceeding or ---- investigation, shall promptly notify Queens Allegiant thereof, but provided that the failure to so notify shall not relieve Queens affect the obligations of any liability it may have hereunder Allegiant under this Section 5.14 except to such Indemnified Party if the extent such failure does not to notify materially prejudice the indemnifying party. In the event of any such claim, action, suit, proceeding or investigation, ------------ prejudices Allegiant. (b) Allegiant shall use reasonable efforts (i) Queens shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Partyobtain, and Queens shall not be liable to such Indemnified Party for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if Queens does not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Queens shall remain responsible for the reasonable fees and expenses of such counsel as set forth above, to be paid promptly as statements therefor are received; provided, however, that Queens shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction with respect to any given claim, action, suit, proceeding or investigation unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; (ii) the Indemnified Party will reasonably cooperate in the defense of any such matter; and (iii) Queens shall not be liable for any settlement effected by an Indemnified Party without its prior written consent, which consent may not be withheld or delayed unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Party. (c) Queens shall pay all reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 to the fullest extent permitted under applicable law. The rights of each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party may have under applicable law. (d) For a period of six years after the Effective Time, Queens shall cause to be maintained in effect for the former directors and officers of Haven coverage under Queens' policy of directors and officers liability insurance no less advantageous to the beneficiaries thereof than the current policies of directors' and officers' liability insurance coverage for the officers and directors of the Surviving Corporation, and (ii) (A) to cause any individual who had served as an officer or director of Equality or the Equality Subsidiaries at any time during the three years before the Effective Time to be covered for a period of three years from the Effective Time by the directors' and officers' liability insurance policies maintained by Haventhe Surviving Corporation, or to (B) substitute therefor policies of at least the same coverage and amounts containing terms and conditions that are not less advantageous than the policies previously maintained by Equality and the Equality Subsidiaries, respectively, with respect to acts or omissions occurring before the Effective Time that were committed by such officers and directors in their capacity as such; provided, however, that in no event -------- ------- Allegiant's reasonable efforts under this Section 5.13(b) shall Queens not be obligated --------------- deemed to expend, in order to maintain or provide insurance include obtaining any such coverage pursuant to this Subsection 4.14(d), any beyond an aggregate cost greater than 1.5 times Equality's current annual premium per annum in excess of 200% of the amount of the annual premiums paid as of the date hereof by Haven for such insurance ("Maximum Agreement"); provided, further, that if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage of directors' and officers' liability insurance obtainable for an annual premium equal to the Maximum Amount; and provided, further, that officers and directors of Haven may be required to make application and provide customary representations and warranties to Queens' insurance carrier for the purpose of obtaining such insurancecoverage.

Indemnification; Directors’ and Officers’ Insurance. (a) From For a period of six (6) years from the Effective Time, Parent will cause the Surviving Corporation to fulfill and after honor in all respects the obligations of the Acquired Companies pursuant to (i) each indemnification agreement in effect between any Acquired Company and any Indemnified Party and (ii) any indemnification, exculpation from liability or advancement of expenses provision set forth in the Organizational Documents of the Acquired Companies, in each case, as in effect on the date hereof. The Organizational Documents of the Surviving Corporation shall contain the provisions with respect to indemnification, exculpation from liability and advancement of expenses set forth in the Acquired Companies’ Organizational Documents on the date hereof and, for a period of six (6) years from the Effective Time, such provisions shall not be amended, repealed or otherwise modified in any manner that could adversely affect the rights thereunder of any Indemnified Party. (b) Without limiting the provisions of Section 6.9(a), during the period commencing at the Effective Time through and ending on the sixth (6th) anniversary of the Effective DateTime, Queens agrees to Parent shall indemnify and hold harmless each director Indemnified Party against and officer of Haven or from any of its Subsidiaries as of the date of this Agreement (eachcosts, an "Indemnified Party"), against any costs or fees and expenses (including reasonable attorneys' ’ fees and investigation expenses), judgments, fines, losses, claims, damages or damages, liabilities (collectively, "Costs") incurred and amounts paid in settlement in connection with any claim, actionLegal Proceeding, suitarbitration, proceeding investigation or investigationinquiry, whether civil, criminal, regulatory, legislative administrative or investigative, arising to the extent such claim, Legal Proceeding, arbitration, investigation or inquiry arises directly or indirectly out of matters existing or pertains directly or indirectly to (i) any action or omission or alleged action or omission in such Indemnified Party’s capacity as a director, officer, employee or agent of any Acquired Company occurring at or prior to the Effective Time or (including ii) any of the transactions contemplated by this Agreement; provided, including however, that if, at any time prior to the entering into sixth (6th) anniversary of the Option AgreementEffective Time, any Indemnified Party delivers to Parent or the Surviving Corporation a written notice asserting a claim for indemnification under this Section 6.9(b), whether then the claim asserted in such notice shall survive the sixth (6th) anniversary of the Effective Time until such time as such claim is fully and finally resolved. Notwithstanding anything to the contrary contained in this Section 6.9(b) or claimed elsewhere in this Agreement, Parent agrees that it will not settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, Legal Proceeding, arbitration, investigation or inquiry for which indemnification may be sought under this Agreement without the prior towritten consent of the Indemnified Party unless such settlement provides for a full and unconditional release of the Indemnified Party. In addition, at or from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, advance, prior to advance the final disposition of any such Costs to each claim, Legal Proceeding, arbitration, investigation or inquiry for which indemnification may be sought under this Agreement, promptly following written request by an Indemnified Party as they are from time to time incurredtherefor, in each case to the fullest extent such Indemnified Party would have been indemnified as a directorall reasonable costs, officer or employee of Haven or any of its Subsidiaries under the DGCL. fees and expenses (bincluding reasonable attorneys’ fees and investigation expenses) Any Indemnified Party wishing to claim indemnification under Section 4.14(a), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Queens thereof, but the failure to so notify shall not relieve Queens of any liability it may have hereunder to such Indemnified Party if such failure does not materially prejudice the indemnifying party. In the event of any such claim, action, suit, proceeding or investigation, (i) Queens shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, and Queens shall not be liable to such Indemnified Party for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with any such claim, Legal Proceeding, arbitration, investigation or inquiry, in accordance with the defense thereofterms of the Organizational Documents of the Acquired Companies and any indemnification agreement between any Acquired Company and any Indemnified Party, each as in effect as of the date of this Agreement (subject to such Indemnified Party providing an undertaking to repay such advanced expenses to Parent and the Surviving Corporation, if it is ultimately determined by a final non-appealable judgment of a court of competent jurisdiction that such Indemnified Party is not entitled to indemnification pursuant to this Section 6.9). (c) From the Effective Time through the sixth (6th) anniversary of the Effective Time, Parent shall cause to be maintained in effect, for the benefit of the Indemnified Parties, the current level and scope of directors’ and officers’ liability insurance coverage as set forth in the Company’s current directors’ and officers’ liability insurance policies in effect as of the date hereof with respect to any action or omission or alleged action or omission occurring before or at the Effective Time, including with respect to any of the transactions contemplated by this Agreement, except that if Queens does not elect in no event shall Parent or the Surviving Corporation be required to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens and the Indemnified Party, the Indemnified Party may retain counsel satisfactory pay with respect to such Indemnified Party, and Queens shall remain responsible for insurance policies an annual premium greater than 300% of the reasonable fees and expenses aggregate annual premium most recently paid by the Acquired Companies prior to the date of such counsel as set forth above, to be paid promptly as statements therefor are receivedthis Agreement (the “Maximum Amount”); provided, however, that Queens shall be obligated pursuant in lieu of the foregoing, and notwithstanding anything to this paragraph the contrary contained above, the Company may obtain a prepaid “tail” policy (bthe “Tail Policy”) prior to pay for only one firm of counsel for all the Effective Time, which policy provides the Indemnified Parties in any one jurisdiction with directors’ and officers’ liability insurance for a period ending no earlier than the sixth (6th) anniversary of the Effective Time with respect to any given claimaction or omission or alleged action or omission occurring before or at the Effective Time, actionincluding with respect to any of the transactions contemplated by this Agreement. Parent shall cause any such Tail Policy to be maintained in full force and effect, suitfor its full term, proceeding or investigation unless and cause all obligations thereunder to be honored by the use of one counsel Surviving Corporation; provided, further, that in no event shall the Company be obligated to pay more than the Maximum Amount for such Indemnified Parties would present Tail Policy. (d) In the event any Acquired Company or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or Entity of such counsel with a conflict of interest; consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall ensure that the Indemnified Party will reasonably cooperate in successors and assigns of the defense of any such matter; and (iii) Queens shall not be liable for any settlement effected by an Indemnified Party without its prior written consent, which consent may not be withheld Company or delayed unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations againstthe Surviving Corporation, or defenses available toat Parent’s option, such Indemnified PartyParent, shall assume the obligations set forth in this Section 6.9. (ce) Queens shall pay all reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 to the fullest extent permitted under applicable law. The rights of each Indemnified Party hereunder under this Section 6.9 shall be in addition to to, and not in limitation of, any other rights such Indemnified Party may have under applicable lawthe Organizational Documents of the Company or the Surviving Corporation, under any other indemnification arrangement, under the DGCL or otherwise. This Section 6.9 shall survive the Acceptance Time and shall also survive consummation of the Merger and the Effective Time. This Section 6.9 is intended to benefit, and may be enforced by, the Indemnified Parties and their respective heirs, representatives, successors and assigns, and shall be binding on all successors 63 and assigns of Parent and the Surviving Corporation. Section 6.9 may not be amended, altered or repealed after the Acceptance Time without the prior written consent of the affected Indemnified Party. (df) For a period purposes of six years after this Agreement, each individual who is or was an officer or director of any Acquired Company at any time prior to the Effective Time, Queens Time shall cause be deemed to be maintained in effect for the former directors and officers of Haven coverage under Queens' policy of directors and officers liability insurance no less advantageous to the beneficiaries thereof than the current policies of directors' and officers' liability insurance maintained by Haven; provided, however, that in no event shall Queens be obligated to expend, in order to maintain or provide insurance coverage pursuant to this Subsection 4.14(d), any premium per annum in excess of 200% of the amount of the annual premiums paid as of the date hereof by Haven for such insurance ("Maximum Agreement"); provided, further, that if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage of directors' and officers' insurance obtainable for an annual premium equal to the Maximum Amount; and provided, further, that officers and directors of Haven may be required to make application and provide customary representations and warranties to Queens' insurance carrier for the purpose of obtaining such insurance“Indemnified Party.”

Indemnification; Directors’ and Officers’ Insurance. (a) From Without limiting or being limited by the provisions of Section 7.8(b) and after to the extent permitted by applicable Law, during the period commencing as of the Merger Effective Time through and ending on the sixth (6th) anniversary of the Merger Effective DateTime, Queens agrees to indemnify NNN REIT shall (and shall cause the Surviving Entity to): (i) indemnify, defend and hold harmless each director Indemnified Party (as defined below) against and officer of Haven or any of its Subsidiaries as of the date of this Agreement (each, an "Indemnified Party"), against from any costs or expenses (including reasonable attorneys' fees and expenses’ fees), judgments, fines, losses, claims, damages or damages, liabilities (collectively, "Costs") incurred and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising Action to the extent such Action arises out of matters existing or occurring at pertains to (x) any action or prior to omission or alleged action or omission in such Indemnified Party’s capacity as a manager, director, officer, partner, member, trustee, employee or agent of REIT I or any of the Effective Time REIT I Subsidiaries, or (including y) this Agreement or any of the transactions contemplated by this Agreement, including the entering into Merger; and (ii) pay in advance of the Option Agreement), whether asserted or claimed prior to, at or after the Effective Time, and to advance final disposition of any such Costs to each Action the expenses (including attorneys’ fees and any expenses incurred by any Indemnified Party as they are from time in connection with enforcing any rights with respect to time incurredindemnification) of any Indemnified Party without the requirement of any bond or other security, in each case to the fullest extent permitted by Law, but subject to NNN REIT’s or the Surviving Entity’s receipt of an undertaking by or on behalf of such Indemnified Party would have been indemnified as a director, officer or employee of Haven or any of its Subsidiaries under the DGCL. (b) Any to repay such amount if it shall ultimately be determined that such Indemnified Party wishing is not entitled to claim indemnification under Section 4.14(a)be indemnified. Notwithstanding anything to the contrary set forth in this Agreement, upon learning NNN REIT or the Surviving Entity, as applicable, (i) shall not settle or compromise or consent to the entry of any such judgment or otherwise seek termination with respect to any claim, action, suit, suit or proceeding against or investigation, shall promptly notify Queens thereof, but the failure to so notify shall not relieve Queens investigation of any liability it Indemnified Party for which indemnification may have hereunder to be sought under this Section 7.8(a) without the Indemnified Party’s 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 if such failure does not materially prejudice the indemnifying party. In the event from all liability arising out of any such claim, action, suit, proceeding or investigation, (i) Queens shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, and Queens shall not be liable to such Indemnified Party for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if Queens does not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which raise conflicts of interest between Queens and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to such Indemnified Party, and Queens shall remain responsible for the reasonable fees and expenses of such counsel as set forth above, to be paid promptly as statements therefor are received; provided, however, that Queens shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction with respect to any given claim, action, suit, proceeding or investigation unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; (ii) the Indemnified Party will reasonably cooperate in the defense of any such matter; and (iii) Queens shall not be liable for any settlement effected by an without their prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned) and (iii) shall not have any obligation hereunder to any Indemnified Party without its to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable Law, in which case the Indemnified Party shall promptly refund to NNN REIT or the Surviving Entity the amount of all such expenses theretofore advanced pursuant hereto. (b) Without limiting the foregoing and to the extent permitted by applicable Law, each of NNN REIT and the Surviving Entity agrees that, during the period commencing as of the Merger Effective Time and ending on the sixth (6th) anniversary of the Merger Effective Time, all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior written consentto the Merger Effective Time now existing in favor of the current or former managers, directors, officers, partners, members, trustees, employees, agents, fiduciaries or other individuals of REIT I or any of the REIT I Subsidiaries (the “Indemnified Party(ies)”) as currently provided in (i) the REIT I Governing Documents or, if applicable, similar organizational documents or agreements of any REIT I Subsidiary (the “REIT I Organizational Documents”). For a period of six (6) years following the Merger Effective Time, the organizational documents of NNN REIT and the Surviving Entity and the organizational documents of any applicable NNN REIT Subsidiary or REIT I Subsidiary shall contain provisions no less favorable with respect to indemnification and limitations on liability of directors and officers than are set forth in the REIT I Organizational Documents as of the Merger Effective Time, which consent may provisions shall not be withheld amended, repealed or delayed otherwise modified for a period of six (6) years following the Merger Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Merger Effective Time, were the Indemnified Parties, unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Partymodification shall be required by applicable Law and then only to the minimum extent required by applicable Law. (c) Queens For a period of six (6) years after the Merger Effective Time, NNN REIT shall cause the Surviving Entity to maintain in effect REIT I’s current directors’ and officers’ liability insurance covering each Person currently covered by REIT I’s directors’ and officers’ liability insurance policy for acts or omissions occurring prior to and through the Merger Effective Time; provided, that in lieu of such obligation, (i) the Surviving Entity may substitute therefor policies of an insurance company with the same or better rating as REIT I’s current insurance carrier the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than REIT I’s existing policies as of the date hereof or (ii) in consultation with NNN REIT, REIT I may obtain extended reporting period coverage under REIT I’s existing insurance programs (to be effective as of the Merger Effective Time) for a period of six (6) years after the Merger Effective Time for a cost not in excess of three times the current annual premiums for such insurance; and provided, further, that in no event shall the Surviving Entity be required to pay annual premiums for insurance under this Section 7.8(c) in excess of 300% of the most recent annual premiums paid by REIT I for such purpose, it being understood that if the annual premiums of such insurance coverage exceed such amount, the Surviving Entity shall nevertheless be obligated to provide such coverage as may be obtained for such 300% amount. (d) If NNN REIT or the Surviving Entity or any of their respective successors or assigns (i) consolidates with or merges with or into any other Person and shall not be the continuing or surviving corporation, partnership or other entity of such consolidation or merger or (ii) liquidates, dissolves or winds-up, or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of NNN REIT or the Surviving Entity, as applicable, assume the obligations set forth in this Section 7.8. (e) NNN REIT shall cause the Surviving Entity to pay all reasonable Costsexpenses, including reasonable attorneys' ’ fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Section 4.14 7.8. (f) The provisions of this Section 7.8 are intended to be for the fullest extent permitted under applicable law. The rights of express benefit of, and shall be enforceable by, each Indemnified Party hereunder (who are intended third party beneficiaries of this Section 7.8), his or her heirs and his or her personal representatives, shall be binding on all successors and assigns of REIT I, NNN REIT and the Surviving Entity and shall not be amended in addition a manner that is adverse to the Indemnified Party (including his or her successors, assigns and heirs) without the prior written consent of the Indemnified Party (including such successors, assigns and heirs) affected thereby. The exculpation and indemnification provided for by this Section 7.8 shall not be deemed to be exclusive of any other rights such to which an Indemnified Party may have under applicable law. (d) For a period of six years after the Effective Timeis entitled, Queens shall cause to be maintained in effect for the former directors and officers of Haven coverage under Queens' policy of directors and officers liability insurance no less advantageous to the beneficiaries thereof than the current policies of directors' and officers' liability insurance maintained by Haven; provided, however, that in no event shall Queens be obligated to expend, in order to maintain or provide insurance coverage whether pursuant to this Subsection 4.14(d)applicable Law, any premium per annum in excess of 200% of the amount of the annual premiums paid as of the date hereof by Haven for such insurance ("Maximum Agreement"); provided, further, that if the amount of the annual premiums necessary to maintain Contract or procure such insurance coverage exceeds the Maximum Amount, Queens shall obtain the most advantageous coverage of directors' and officers' insurance obtainable for an annual premium equal to the Maximum Amount; and provided, further, that officers and directors of Haven may be required to make application and provide customary representations and warranties to Queens' insurance carrier for the purpose of obtaining such insuranceotherwise.