Common use of Indemnification; Insurance Clause in Contracts

Indemnification; Insurance. (A) CMTY shall indemnify, defend, and hold harmless the present and former directors, officers, employees and agents of PRFS and the PRFS Subsidiaries (each, an “Indemnified Party”) against all losses, expenses (including reasonable attorneys’ fees), claims, damages or liabilities and amounts paid in settlement arising out of actions or omissions or alleged acts or omissions (collectively, “Prior Acts”) occurring at or prior to the Effective Date (including the Contemplated Transactions) to the fullest extent permitted by Pennsylvania law, including provisions relating to advances of expenses incurred in the defense of any proceeding to the fullest extent permitted by Pennsylvania law upon receipt of any undertaking required by Pennsylvania law. Without limiting the foregoing, in a case (if any) in which a determination by CMTY is required to effectuate any indemnification, CMTY shall direct, at the election of the Indemnified Party, that the determination shall be made by independent counsel mutually agreed upon between CMTY and the Indemnified Party. (B) CMTY shall, and it shall cause Community Banks to, keep in effect provisions in its articles of incorporation or association and bylaws providing for exculpation of director and officer liability and its indemnification of the Indemnified Parties to the fullest extent permitted by applicable law, which provisions shall not be amended except as required by applicable law or except to make changes permitted by law that would enlarge the Indemnified Parties’ right to indemnification. (C) CMTY shall use its reasonable best efforts (and PRFS shall cooperate and assist prior to the Effective Date in these efforts), at no expense to the beneficiaries, to: (1) maintain directors’ and officers’ liability insurance (“D&O Insurance”) with respect to matters occurring at or prior to the Effective Date, issued by a carrier assigned a claims-paying ability rating by A.M. Best & Co. of “A (Excellent)” or higher; or (2) obtain coverage for Prior Acts of the Indemnified Parties under the D&O Insurance policies currently maintained by CMTY; in either case, providing at least the same coverage as the D&O Insurance currently maintained by PRFS, for a period of at least six (6) years from the Effective Date; provided, that CMTY shall not be obligated to make annual premium payments for such six-year period in respect of the D&O Insurance which exceed, for the portion related to PRFS’s directors and officers, 150% of the annual premium payment, as of the date hereof, under PRFS’s current policy in effect on the date of this Agreement) (the “Maximum Amount”). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, CMTY shall use its reasonable best efforts to maintain the most advantageous policies of D&O Insurance obtainable for a premium equal to the Maximum Amount. (D) If any claim is made against an Indemnified Party who is covered or potentially covered by insurance, neither Community Banks nor CMTY shall do anything that would forfeit, jeopardize, restrict or limit the insurance coverage available for that claim until the final disposition thereof. (E) If CMTY or any of its successors or assigns shall consolidate with or merge into any other person and shall not be the continuing or surviving person of such consolidation or merger or shall transfer all or substantially all of its assets to any person, then and in each case, proper provision shall be made so that the successors and assigns of CMTY shall assume the obligations set forth in this Section 5.07(c)(v). (F) The provisions of this Section 5.07(c)(v) are intended to be for the benefit of and shall be enforceable by, each Indemnified Party, his or her heirs and representatives. (G) CMTY shall pay all expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 5.07(c)(v).

Indemnification; Insurance. (A) CMTY NPB shall indemnify, defend, and hold harmless the present and former directors, officers, employees and agents of PRFS and the PRFS Subsidiaries CIB (each, an “"Indemnified Party”") against all losses, expenses (including reasonable attorneys’ ' fees), claims, damages or liabilities and amounts paid in settlement arising out of actions or omissions or alleged acts or omissions (collectively, “"Prior Acts”") occurring at or prior to the Effective Date (including the Contemplated Transactionstransactions contemplated by this Agreement) to the fullest extent permitted by Pennsylvania lawthe BCL, including provisions relating to advances of expenses incurred in the defense of any proceeding to the fullest extent permitted by Pennsylvania law the BCL upon receipt of any undertaking required by Pennsylvania lawthe BCL. Without limiting the foregoing, in a case (if any) in which a determination by CMTY NPB is required to effectuate any indemnification, CMTY NPB shall direct, at the election of the Indemnified Party, that the determination shall be made by independent counsel mutually agreed upon between CMTY NPB and the Indemnified Party. (B) CMTY NPB shall, and it shall cause Community Banks NPBank to, keep in effect provisions in its articles of incorporation or association and bylaws providing for exculpation of director and officer liability and its indemnification of the Indemnified Parties to the fullest extent permitted by applicable lawthe BCL, which provisions shall not be amended except as required by applicable law or except to make changes permitted by law that would enlarge the Indemnified Parties’ ' right to indemnification. (C) CMTY NPB shall use its reasonable best efforts (and PRFS CIB shall cooperate and assist prior to the Effective Date in these efforts), at no expense to the beneficiaries, to: (1) maintain directors’ ' and officers’ ' liability insurance (“"D&O Insurance”") for the Indemnified Parties with respect to matters occurring at or prior to the Effective Date, issued by a carrier assigned a claims-paying ability rating by A.M. Best & Co. of “"A (Excellent)” " or higher; or (2) obtain coverage for Prior Acts of for the Indemnified Parties under the D&O Insurance policies directors' and officers' liability insurance policy currently maintained by CMTYNPB; in either case, providing at least the same coverage as the D&O Insurance currently maintained by PRFSCIB and containing terms and conditions which are no less favorable to the beneficiaries, for a period of at least six (6) years from the Effective Date; provided, that CMTY NPB shall not be obligated to make annual premium payments for such six-year period in respect of the D&O Insurance which exceed, for the portion related to PRFS’s CIB's directors and officers, 150% 150 percent of the annual premium payment, payments ($6,812) at the date hereof) of CIB's current policy in effect as of the date hereof, under PRFS’s current policy in effect on the date of this Agreement) Agreement (the “"Maximum Amount”"). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, CMTY NPB shall use its reasonable best efforts to maintain the most advantageous policies of D&O Insurance directors' and officers' liability insurance obtainable for a premium equal to the Maximum Amount. (D) If any claim is made against an Indemnified Party present or former directors, officers or employees of CIB or any CIB Subsidiary who is are covered or potentially covered by insurance, neither Community Banks NPB nor CMTY any NPB Subsidiary shall do anything that would forfeit, jeopardize, restrict or limit the insurance coverage available for that claim until the final disposition thereof. (E) If CMTY NPB or any of its successors or assigns shall consolidate with or merge into any other person and shall not be the continuing or surviving person of such consolidation or merger or shall transfer all or substantially all of its assets to any person, then and in each case, proper provision shall be made so that the successors and assigns of CMTY NPB shall assume the obligations set forth in this Section 5.07(c)(v4.07(c)(v). (F) The provisions of this Section 5.07(c)(v4.07(c)(v) are intended to be for the benefit of and shall be enforceable by, each Indemnified Party, his or her heirs and representatives. (G) CMTY NPB shall pay all expenses, including reasonable attorneys’ ' fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 5.07(c)(v4.07(c)(v).

Indemnification; Insurance. 17.1 If Xxxxx is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (A) CMTY shall indemnify, defend, and hold harmless the present and former directors, officers, employees and agents of PRFS and the PRFS Subsidiaries (each, an a “Indemnified Partyproceeding”) against all losses, expenses (including reasonable attorneys’ fees), claimsby reason of the fact that he is or was an employee (which term includes officer, damages director, agent and any other capacity) of the Company or liabilities is or was serving at the request of the Company as an employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as an employee or agent or in any other capacity while serving as an employee or agent, Xxxxx shall be indemnified and amounts paid in settlement arising out of actions or omissions or alleged acts or omissions (collectively, “Prior Acts”) occurring at or prior to held harmless by the Effective Date (including the Contemplated Transactions) Company to the fullest extent permitted authorized by Pennsylvania applicable law, including provisions relating against all expense, liability and loss (including, but not limited to, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amount paid or to advances be paid in settlement) incurred or suffered by Xxxxx in connection therewith and such indemnification shall continue as to Xxxxx after he has ceased to be a director, officer, employee or agent and shall inure to the benefit of Xxxxx’x heir, executors and administrators; provided, however, that the Company shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by Xxxxx (other than a proceeding to enforce this Section 17) only if such proceeding (or part thereof) was authorized directly or indirectly by the Board. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be, promptly upon request, paid by the Company the expenses incurred in defending any such proceeding in advance of its final disposition subject to, if and only if required by the Business Corporation Law of the Commonwealth of Pennsylvania, delivery to the Company of an undertaking, by or on behalf of Xxxxx, to repay all amounts so advanced if it shall ultimately be determined that Xxxxx is not entitled to be indemnified under this Section 17.1 or otherwise. 17.2 The indemnification provided by this Section shall not be limited or exclude any rights, indemnities or limitations of liability to which Xxxxx may be entitled, whether as a matter of law, under the Certificate of Incorporation, By-laws of the Company, by agreement, vote of the stockholders or disinterested directors of the Company or otherwise. 17.3 Xxxxx, in seeking indemnification under this Agreement (the “Indemnitee”), shall give the other party or parties (the “Indemnitor”) prompt written notice of any claim, suit or demand that the Indemnitee believes will give rise to indemnification under this Agreement; provided, however, that the failure to give such notice shall not affect the liability of the Indemnitor under this Agreement unless the failure to give such notice materially and adversely affects the ability of the Indemnitor to defend itself against or to cure or mitigate the damages. Except as hereinafter provided, the Indemnitor shall have the right (without prejudice to the right of the Indemnitee to participate at its expense through counsel of its own choosing) to defend and to direct the defense against any such claim, suit or demand, at the Indemnitor’s expense and with counsel chosen jointly by Indemnitor and Indemnitee, and the right to settle or compromise any such claim, suit or demand; provided, however, that the Indemnitor shall not, with the Indemnitee’s written consent, which shall not be unreasonably withheld, settle or compromise any claim or consent to any entry of judgment. The Indemnitee shall, at the Indemnitor’s expense, cooperate in the defense of any proceeding to the fullest extent permitted by Pennsylvania law upon receipt of any undertaking required by Pennsylvania law. Without limiting the foregoingsuch claim, in a case (if any) in which a determination by CMTY is required to effectuate any indemnification, CMTY shall direct, at the election of the Indemnified Party, that the determination shall be made by independent counsel mutually agreed upon between CMTY and the Indemnified Party. (B) CMTY shall, and it shall cause Community Banks to, keep in effect provisions in its articles of incorporation suit or association and bylaws providing for exculpation of director and officer liability and its indemnification of the Indemnified Parties to the fullest extent permitted by applicable law, which provisions shall not be amended except as required by applicable law or except to make changes permitted by law that would enlarge the Indemnified Parties’ right to indemnification. (C) CMTY shall use its reasonable best efforts (and PRFS shall cooperate and assist prior to the Effective Date in these efforts), at no expense to the beneficiaries, to: (1) maintain directors’ and officers’ liability insurance (“D&O Insurance”) with respect to matters occurring at or prior to the Effective Date, issued by a carrier assigned a claims-paying ability rating by A.M. Best & Co. of “A (Excellent)” or higher; or (2) obtain coverage for Prior Acts of the Indemnified Parties under the D&O Insurance policies currently maintained by CMTY; in either case, providing at least the same coverage as the D&O Insurance currently maintained by PRFS, for a period of at least six (6) years from the Effective Date; provided, that CMTY shall not be obligated to make annual premium payments for such six-year period in respect of the D&O Insurance which exceed, for the portion related to PRFS’s directors and officers, 150% of the annual premium payment, as of the date hereof, under PRFS’s current policy in effect on the date of this Agreement) (the “Maximum Amount”)demand. If the amount Indemnitor, within a reasonable time after notice of a claim fails to defend the Indemnitee, the Indemnitee shall be entitled to undertake the defense, compromise or settlement or such claim at the expense of and for the account and risk of the premiums necessary Indemnitor. 17.4 Xxxxx shall be covered during the entire term of this Agreement and thereafter by Officer and Director liability insurance in amounts and on terms similar to maintain that afforded to other executives and/or directors of the Company or procure its affiliates, which such insurance coverage exceeds the Maximum Amount, CMTY shall use its reasonable best efforts to maintain the most advantageous policies of D&O Insurance obtainable for a premium equal to the Maximum Amount. (D) If any claim is made against an Indemnified Party who is covered or potentially covered by insurance, neither Community Banks nor CMTY shall do anything that would forfeit, jeopardize, restrict or limit the insurance coverage available for that claim until the final disposition thereof. (E) If CMTY or any of its successors or assigns shall consolidate with or merge into any other person and shall not be the continuing or surviving person of such consolidation or merger or shall transfer all or substantially all of its assets to any person, then and in each case, proper provision shall be made so that paid by the successors and assigns of CMTY shall assume the obligations set forth in this Section 5.07(c)(v)Company. (F) The provisions of this Section 5.07(c)(v) are intended to be for the benefit of and shall be enforceable by, each Indemnified Party, his or her heirs and representatives. (G) CMTY shall pay all expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 5.07(c)(v).

Indemnification; Insurance. (A) CMTY NPB shall indemnify, defend, and hold harmless the present and former directors, officers, employees and agents of PRFS NFC and the PRFS NFC Subsidiaries (each, an “"Indemnified Party”") against all losses, expenses (including reasonable attorneys’ ' fees), claims, damages or liabilities and amounts paid in settlement arising out of actions or omissions or alleged acts or omissions (collectively, “"Prior Acts”") occurring at or prior to the Effective Date (including the Contemplated Transactions) to the fullest extent permitted by Pennsylvania law, including provisions relating to advances of expenses incurred in the defense of any proceeding to the fullest full extent permitted by Pennsylvania law upon receipt of any undertaking required by Pennsylvania law. Without limiting the foregoing, in a case (if any) in which a determination by CMTY NPB is required to effectuate any indemnification, CMTY NPB shall direct, at the election of the Indemnified Party, that the determination shall be made by independent counsel mutually agreed upon between CMTY NPB and the Indemnified Party. (B) CMTY shallNPB shall use its reasonable best efforts to, and it shall cause Community Banks NPBank to, keep in effect provisions in its articles of incorporation or association and bylaws providing for exculpation of director and officer liability and its indemnification of the Indemnified Parties to the fullest extent permitted by applicable Pennsylvania law, which provisions shall not be amended except as required by applicable law or except to make changes permitted by law that would enlarge the Indemnified Parties’ ' right to indemnification. (C) CMTY NPB shall use its reasonable best efforts (and PRFS NFC shall cooperate and assist prior to the Effective Date in these efforts), at no expense to the beneficiaries, to: (1) maintain directors’ ' and officers’ ' liability insurance (“"D&O Insurance”") for the Indemnified Parties with respect to matters occurring at or prior to the Effective Date, issued by a carrier assigned a claims-paying ability rating by A.M. Best & Co. of “"A (Excellent)” " or higher; or (2) obtain coverage for Prior Acts of for the Indemnified Parties under the D&O Insurance directors' and officers' liability insurance policies currently maintained by CMTYNPB; in either case, providing at least the same coverage as the D&O Insurance currently maintained by PRFSNFC and containing terms and conditions which are no less favorable to the beneficiaries, for a period of at least six (6) years years, but not less than three (3) years, from the Effective Date; provided, that CMTY NPB shall not be obligated to make annual premium payments for such six-year period in respect of the D&O Insurance which exceed, for the portion related to PRFS’s NFC's directors and officers, $23,826.00 (150% of the annual premium payment, as of the date hereofJune 30, 2005, under PRFS’s NFC's current policy in effect on the date of this Agreement) (the “"Maximum Amount”"). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, CMTY NPB shall use its reasonable best efforts to maintain the most advantageous policies of D&O Insurance directors' and officers' liability insurance obtainable for a premium equal to the Maximum Amount. (D) If any claim is made against an Indemnified Party present or former directors, officers or employees of NFC or any NFC Subsidiary who is are covered or potentially covered by insurance, neither Community Banks NPBank nor CMTY NPB shall do anything that would forfeit, jeopardize, restrict or limit the insurance coverage available for that claim until the final disposition thereof. (E) If CMTY NPB or any of its successors or assigns shall consolidate with or merge into any other person and shall not be the continuing or surviving person of such consolidation or merger or shall transfer all or substantially all of its assets to any person, then and in each case, proper provision shall be made so that the successors and assigns of CMTY NPB shall assume the obligations set forth in this Section 5.07(c)(v5.07(c)(vi). (F) The provisions of this Section 5.07(c)(v5.07(c)(vi) are intended to be for the benefit of and shall be enforceable by, each Indemnified Party, his or her heirs and representatives. (G) CMTY NPB shall pay all expenses, including reasonable attorneys’ ' fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 5.07(c)(v5.07(c)(vi).

Indemnification; Insurance. (A) CMTY The Community Parties shall indemnify, defend, and hold harmless the present and former directors, officers, employees and agents of PRFS and the PRFS Subsidiaries East Prospect (each, an “Indemnified Party”) against all losses, expenses (including reasonable attorneys’ fees), claims, damages or liabilities and amounts paid in settlement arising out of actions or omissions or alleged acts or omissions (collectively, “Prior Acts”) occurring at or prior to the Effective Date (including the Contemplated Transactions) to the fullest extent permitted by Pennsylvania law, including provisions relating to advances of expenses incurred in the defense of any proceeding to the fullest extent permitted by Pennsylvania law upon receipt of any undertaking required by Pennsylvania law. Without limiting the foregoing, in a case (if any) in which a determination by CMTY the Community Parties is required to effectuate any indemnification, CMTY the Community Parties shall direct, at the election of the Indemnified Party, that the determination shall be made by independent counsel mutually agreed upon between CMTY the Community Parties and the Indemnified Party. (B) CMTY shall, and it The Community Parties shall cause Community Banks to, keep in effect provisions in its their respective articles of incorporation or association and bylaws providing for exculpation of director and officer liability and its their indemnification of the Indemnified Parties to the fullest extent permitted by applicable law, which provisions shall not be amended except as required by applicable law or except to make changes permitted by law that would enlarge the Indemnified Parties’ right to indemnification. (C) CMTY The Community Parties shall use its their reasonable best efforts (and PRFS East Prospect shall cooperate and assist prior to the Effective Date in these efforts), at no expense to the beneficiaries, to: (1) maintain directors’ and officers’ liability insurance (“D&O Insurance”) with respect to matters occurring at or prior to the Effective Date, issued by a carrier assigned a claims-paying ability rating by A.M. Best & Co. of “A (Excellent)” or higher; or (2) obtain coverage for Prior Acts of the Indemnified Parties under the D&O Insurance policies currently maintained by CMTY; in either case, providing at least the same coverage as the D&O Insurance currently maintained by PRFSEast Prospect, for a period of at least six (6) years from the Effective Date; provided, that CMTY the Community Parties shall not be obligated to make annual premium payments for such six-year period in respect of the D&O Insurance which exceed, for the portion related to PRFSEast Prospect ’s directors and officers, 150% of the annual premium payment, as of the date hereof, under PRFSEast Prospect ’s current policy in effect on the date of this Agreement) (the “Maximum Amount”). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, CMTY shall use its reasonable best efforts to maintain the most advantageous policies of D&O Insurance obtainable for a premium equal to the Maximum Amount. (D) If any claim is made against an Indemnified Party who is covered or potentially covered by insurance, neither Community Banks nor CMTY shall do anything that would forfeit, jeopardize, restrict or limit the insurance coverage available for that claim until the final disposition thereof. (E) If CMTY the Community Parties or any of its their respective successors or assigns shall consolidate with or merge into any other person and shall not be the continuing or surviving person of such consolidation or merger or shall transfer all or substantially all of its their respective assets to any person, then and in each case, proper provision shall be made so that the successors and assigns of CMTY shall assume the obligations set forth in this Section 5.07(c)(v5.07(c)(iii). (F) The provisions of this Section 5.07(c)(v5.07(c)(iii) are intended to be for the benefit of and shall be enforceable by, each Indemnified Party, his or her heirs and representatives. (G) CMTY The Community Parties shall pay all expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 5.07(c)(v5.07(c)(iii).

Indemnification; Insurance. (A) CMTY NPB shall indemnify, defend, and hold harmless the present and former directors, officers, employees and agents of PRFS PFI and the PRFS PFI Subsidiaries (each, an “"Indemnified Party”") against all losses, expenses (including reasonable attorneys’ ' fees), claims, damages or liabilities and amounts paid in settlement arising out of actions or omissions or alleged acts or omissions (collectively, “"Prior Acts”") occurring at or prior to the Effective Date (including the Contemplated Transactions) to the fullest extent permitted by Pennsylvania law, including provisions relating to advances of expenses incurred in the defense of any proceeding to the fullest full extent permitted by Pennsylvania law upon receipt of any undertaking required by Pennsylvania law. Without limiting the foregoing, in a case (if any) in which a determination by CMTY NPB is required to effectuate any indemnification, CMTY NPB shall direct, at the election of the Indemnified Party, that the determination shall be made by independent counsel mutually agreed upon between CMTY NPB and the Indemnified Party. (B) CMTY NPB shall, and it shall cause Community Banks NPBank to, keep in effect provisions in its articles of incorporation or association and bylaws providing for exculpation of director and officer liability and its indemnification of the Indemnified Parties to the fullest extent permitted by applicable Pennsylvania law, which provisions shall not be amended except as required by applicable law or except to make changes permitted by law that would enlarge the Indemnified Parties’ ' right to indemnification. (C) CMTY NPB shall use its reasonable best efforts (and PRFS PFI shall cooperate and assist prior to the Effective Date in these efforts), at no expense to the beneficiaries, to: (1) maintain directors’ ' and officers’ ' liability insurance (“"D&O Insurance”") for the Indemnified Parties with respect to matters occurring at or prior to the Effective Date, issued by a carrier assigned a claims-paying ability rating by A.M. Best & Co. of “"A (Excellent)” " or higher; or (2) obtain coverage for Prior Acts of for the Indemnified Parties under the D&O Insurance directors' and officers' liability insurance policies currently maintained by CMTYNPB; in either case, providing at least the same coverage as the D&O Insurance currently maintained by PRFSPFI and containing terms and conditions which are no less favorable to the beneficiaries, for a period of at least six (6) years from the Effective Date; provided, that CMTY NPB shall not be obligated to make annual premium payments for such six-year period in respect of the D&O Insurance which exceed, for the portion related to PRFS’s PFI's directors and officers, $69,064 (150% of the annual premium payment, as of the date hereofDecember 1, 2003, under PRFS’s PFI's current policy in effect on the date of this Agreement) (the “"Maximum Amount”"). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, CMTY NPB shall use its reasonable best efforts to maintain the most advantageous policies of D&O Insurance directors' and officers' liability insurance obtainable for a premium equal to the Maximum Amount. (D) If any claim is made against an Indemnified Party present or former directors, officers or employees of PFI or any PFI Subsidiary who is are covered or potentially covered by insurance, neither Community Banks NPBank nor CMTY NPB shall do anything that would forfeit, jeopardize, restrict or limit the insurance coverage available for that claim until the final disposition thereof. (E) If CMTY NPB or any of its successors or assigns shall consolidate with or merge into any other person and shall not be the continuing or surviving person of such consolidation or merger or shall transfer all or substantially all of its assets to any person, then and in each case, proper provision shall be made so that the successors and assigns of CMTY NPB shall assume the obligations set forth in this Section 5.07(c)(v). (F) The provisions of this Section 5.07(c)(v) are intended to be for the benefit of and shall be enforceable by, each Indemnified Party, his or her heirs and representatives. (G) CMTY NPB shall pay all expenses, including reasonable attorneys’ ' fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 5.07(c)(v).

Indemnification; Insurance. (Aa) CMTY Following the Effective Time, CFFI and its Subsidiaries, as the case may be, shall indemnify, defend, defend and hold harmless the present and former directors, officers, employees and agents any person who has rights to indemnification from PBVA or any of PRFS and the PRFS its Subsidiaries (each, an “Indemnified Party”) against (in all lossescapacities), expenses to the same extent and on the same conditions as such person was entitled to indemnification pursuant to applicable law, PBVA’s Organizational Documents or any PBVA Subsidiary’s Organizational Documents, or any indemnification agreement with PBVA or a PBVA Subsidiary to which the Indemnified Party is a party as disclosed in Section 5.13(a) of PBVA’s Disclosure Letter, as the case may be, as in effect on the date of this Agreement (including reasonable attorneys’ feesadvancing expenses when requested), claims, damages or liabilities and amounts paid in settlement arising out of actions or omissions or alleged acts or omissions (collectively, “Prior Acts”) occurring at or prior to the Effective Date (including the Contemplated Transactions) to the fullest extent permitted by Pennsylvania law, including provisions relating to advances of expenses incurred in the defense of any proceeding to the fullest extent permitted by Pennsylvania law upon receipt of any undertaking required by Pennsylvania law. Without limiting the foregoing, in a any case (if any) or proceeding in which a determination by CMTY is corporate approval may be required to effectuate any indemnification, CMTY CFFI or its applicable Subsidiary shall direct, at the election of the if any Indemnified PartyParty elects, that the determination of permissibility of indemnification shall be made by independent counsel mutually agreed upon between CMTY CFFI or such Subsidiary and the such Indemnified Party. (Bb) CMTY CFFI shall, and it shall cause Community Banks to, keep in effect provisions in its articles of incorporation at or association and bylaws providing for exculpation of director and officer liability and its indemnification of the Indemnified Parties to the fullest extent permitted by applicable law, which provisions shall not be amended except as required by applicable law or except to make changes permitted by law that would enlarge the Indemnified Parties’ right to indemnification. (C) CMTY shall use its reasonable best efforts (and PRFS shall cooperate and assist prior to the Effective Date in these efforts)Time, at no expense to purchase a six (6) year “tail” prepaid policy on the beneficiaries, to: (1) maintain same terms and conditions as the existing directors’ and officers’ liability (and fiduciary) insurance (“D&O Insurance”) with respect to matters occurring at or prior to the Effective Date, issued by a carrier assigned a claims-paying ability rating by A.M. Best & Co. of “A (Excellent)” or higher; or (2) obtain coverage for Prior Acts of the Indemnified Parties under the D&O Insurance policies currently maintained by CMTY; in either casePBVA from insurance carriers with comparable credit ratings, providing at least covering, without limitation, the same coverage as the D&O Insurance currently maintained by PRFS, for a period of at least six (6) years from the Effective DateMerger; provided, however, that CMTY the cost of such “tail” policy shall not be obligated to make annual premium payments for such six-year period in respect no event exceed two hundred percent (200%) of the D&O Insurance which exceed, for the portion related to PRFS’s directors and officers, 150% of the annual premium payment, as of the date hereof, under PRFS’s current policy in effect on the date of this Agreement) (the “Maximum Amount”). If the amount of the premiums necessary to maintain or procure last annual premium paid by PBVA for such insurance coverage exceeds existing directors’ and officers’ liability (and fiduciary) insurance. If, but for the Maximum Amount, CMTY shall use its reasonable best efforts to maintain the most advantageous policies of D&O Insurance obtainable for a premium equal proviso to the Maximum Amountimmediately preceding sentence, CFFI would be required to expend more than two hundred percent (200%) of the amount of the last annual premium paid by PBVA, CFFI will obtain the maximum amount of that insurance obtainable by payment of two hundred percent (200%) of the amount of the last annual premium paid by PBVA. (Dc) If Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any claim rights to directors’ and officers’ insurance claims under any policy that is made against an Indemnified Party who is covered or potentially covered by insurance, neither Community Banks nor CMTY shall do anything that would forfeit, jeopardize, restrict or limit the insurance coverage available for that claim until the final disposition thereof. (E) If CMTY has been in existence with respect to PBVA or any of its successors Subsidiaries for any of their respective directors, officers or assigns shall consolidate with or merge into any other person employees, it being understood and shall not be the continuing or surviving person of such consolidation or merger or shall transfer all or substantially all of its assets to any person, then and in each case, proper provision shall be made so agreed that the successors and assigns of CMTY shall assume the obligations set forth indemnification provided for in this Section 5.07(c)(v)5.13 is not prior to or in substitution for any such claims under such policies. (Fd) The provisions of this Section 5.07(c)(v) are This covenant is intended to be for the benefit of of, and shall be enforceable by, each Indemnified Party, Party and his or her respective heirs and legal representatives. (G) CMTY . The rights to indemnification and advancement and the other rights provided for herein shall pay all expenses, including reasonable attorneys’ fees, that may not be incurred by deemed exclusive of any other rights to which an Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 5.07(c)(v)is entitled, whether pursuant to law, contract or otherwise.

Indemnification; Insurance. (A) CMTY NPB shall indemnify, defend, and hold harmless the present and former directors, officers, employees and agents of PRFS PFI and the PRFS PFI Subsidiaries (each, an “Indemnified Party”) against all losses, expenses (including reasonable attorneys’ fees), claims, damages or liabilities and amounts paid in settlement arising out of actions or omissions or alleged acts or omissions (collectively, “Prior Acts”) occurring at or prior to the Effective Date (including the Contemplated Transactions) to the fullest extent permitted by Pennsylvania law, including provisions relating to advances of expenses incurred in the defense of any proceeding to the fullest full extent permitted by Pennsylvania law upon receipt of any undertaking required by Pennsylvania law. Without limiting the foregoing, in a case (if any) in which a determination by CMTY NPB is required to effectuate any indemnification, CMTY NPB shall direct, at the election of the Indemnified Party, that the determination shall be made by independent counsel mutually agreed upon between CMTY NPB and the Indemnified Party. (B) CMTY NPB shall, and it shall cause Community Banks NPBank to, keep in effect provisions in its articles of incorporation or association and bylaws providing for exculpation of director and officer liability and its indemnification of the Indemnified Parties to the fullest extent permitted by applicable Pennsylvania law, which provisions shall not be amended except as required by applicable law or except to make changes permitted by law that would enlarge the Indemnified Parties’ right to indemnification. (C) CMTY NPB shall use its reasonable best efforts (and PRFS PFI shall cooperate and assist prior to the Effective Date in these efforts), at no expense to the beneficiaries, to: (1) maintain directors’ and officers’ liability insurance (“D&O Insurance”) for the Indemnified Parties with respect to matters occurring at or prior to the Effective Date, issued by a carrier assigned a claims-paying ability rating by A.M. Best & Co. of “A (Excellent)” or higher; or (2) obtain coverage for Prior Acts of for the Indemnified Parties under the D&O Insurance directors’ and officers’ liability insurance policies currently maintained by CMTYNPB; in either case, providing at least the same coverage as the D&O Insurance currently maintained by PRFSPFI and containing terms and conditions which are no less favorable to the beneficiaries, for a period of at least six (6) years from the Effective Date; provided, that CMTY NPB shall not be obligated to make annual premium payments for such six-year period in respect of the D&O Insurance which exceed, for the portion related to PRFSPFI’s directors and officers, $69,064 (150% of the annual premium payment, as of the date hereofDecember 1, 2003, under PRFSPFI’s current policy in effect on the date of this Agreement) (the “Maximum Amount”). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, CMTY NPB shall use its reasonable best efforts to maintain the most advantageous policies of D&O Insurance directors’ and officers’ liability insurance obtainable for a premium equal to the Maximum Amount. (D) If any claim is made against an Indemnified Party present or former directors, officers or employees of PFI or any PFI Subsidiary who is are covered or potentially covered by insurance, neither Community Banks NPBank nor CMTY NPB shall do anything that would forfeit, jeopardize, restrict or limit the insurance coverage available for that claim until the final disposition thereof. (E) If CMTY NPB or any of its successors or assigns shall consolidate with or merge into any other person and shall not be the continuing or surviving person of such consolidation or merger or shall transfer all or substantially all of its assets to any person, then and in each case, proper provision shall be made so that the successors and assigns of CMTY NPB shall assume the obligations set forth in this Section 5.07(c)(v). (F) The provisions of this Section 5.07(c)(v) are intended to be for the benefit of and shall be enforceable by, each Indemnified Party, his or her heirs and representatives. (G) CMTY NPB shall pay all expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 5.07(c)(v).

Indemnification; Insurance. (A) CMTY NPB shall indemnify, defend, and hold harmless the present and former directors, officers, employees and agents of PRFS CBT and the PRFS CBT Subsidiaries (each, an “"Indemnified Party”") against all losses, expenses (including reasonable attorneys’ ' fees), claims, damages or liabilities and amounts paid in settlement arising out of actions or omissions or alleged acts or omissions (collectively, “"Prior Acts”") occurring at or prior to the Effective Date (including the Contemplated Transactions) to the fullest extent permitted by Pennsylvania Delaware law, including provisions relating to advances of expenses incurred in the defense of any proceeding to the fullest full extent permitted by Pennsylvania Delaware law upon receipt of any undertaking required by Pennsylvania Delaware law. Without limiting the foregoing, in a case (if any) in which a determination by CMTY NPB is required to effectuate any indemnification, CMTY NPB shall direct, at the election of the Indemnified Party, that the determination shall be made by independent counsel mutually agreed upon between CMTY NPB and the Indemnified Party. (B) CMTY shallNPB shall use its reasonable best efforts to, and it shall cause Community Banks CBT to, keep in effect provisions in its articles of incorporation or association and bylaws providing for exculpation of director and officer liability and its indemnification of the Indemnified Parties to the fullest extent permitted by applicable Delaware law, which provisions shall not be amended except as required by applicable law or except to make changes permitted by law that would enlarge the Indemnified Parties’ ' right to indemnification. (C) CMTY NPB shall use its reasonable best efforts (and PRFS CBT shall cooperate and assist prior to the Effective Date in these efforts), at no expense to the beneficiaries, to: (1) maintain directors’ ' and officers’ ' liability insurance insurance, together with an errors and omissions policy for trust activities and a special policy for domicile activities, (“"D&O Insurance”") for the Indemnified Parties with respect to matters occurring at or prior to the Effective Date, issued by a carrier assigned a claims-paying ability rating by A.M. Best & Co. of “"A (Excellent)” " or higher; or (2) obtain coverage for Prior Acts of for the Indemnified Parties under the D&O Insurance directors' and officers' liability insurance policies currently maintained by CMTYNPB; in either case, providing at least the same coverage as the D&O Insurance currently maintained by PRFSCBT and containing terms and conditions which are no less favorable to the beneficiaries, for a period of at least six (6) years years, but not less than three (3) years, from the Effective Date; provided, that CMTY NPB shall not be obligated to make annual premium payments for such six-year period in respect of the D&O Insurance which exceed, for the portion related to PRFS’s CBT's directors and officers, $313,658 (150% of the annual premium payment, as of the date hereofJanuary 1, 2007, under PRFS’s CBT's current policy in effect on the date of this Agreement) (the “"Maximum Amount”"); provided, further, that in no event shall such coverage be maintained for less than three (3) years. If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum AmountAmount in any year, CMTY NPB shall use its reasonable best efforts to maintain the most advantageous policies of D&O Insurance directors' and officers' liability insurance obtainable for a premium equal to the Maximum Amount. (D) If any claim is made against an Indemnified Party present or former directors, officers or employees of CBT or any CBT Subsidiary who is are covered or potentially covered by insurance, neither Community Banks NPBank nor CMTY NPB shall do anything that would forfeit, jeopardize, restrict or limit the insurance coverage available for that claim until the final disposition thereof. (E) If CMTY NPB or any of its successors or assigns shall consolidate with or merge into any other person and shall not be the continuing or surviving person of such consolidation or merger or shall transfer all or substantially all of its assets to any person, then and in each case, proper provision shall be made so that the successors and assigns of CMTY NPB shall assume the obligations set forth in this Section 5.07(c)(v5.08(c)(v). (F) The provisions of this Section 5.07(c)(v5.08(c)(vi) are intended to be for the benefit of and shall be enforceable by, each Indemnified Party, his or her heirs and representatives. (G) CMTY NPB shall pay all expenses, including reasonable attorneys’ ' fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 5.07(c)(v5.08(c)(v).

Indemnification; Insurance. (A) CMTY For six (6) years after the Effective Date (except as described below), Sterling shall indemnify, defend, defend and hold harmless the present and former directors, officers, employees and agents officers of PRFS Pennsylvania and the PRFS Subsidiaries PSB (each, an “Indemnified Party”) against all losses, costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities and amounts paid (collectively, “Costs”) incurred in settlement connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of actions or omissions or alleged acts or omissions (collectively, “Prior Acts”) occurring at or prior to the Effective Date (including the Contemplated Transactionsand also advance expenses incurred) to the fullest extent permitted by Pennsylvania Sterling’s articles of incorporation, and bylaws, and applicable law, (i) including provisions relating to advances of expenses incurred actions or omissions occurring in connection with the defense of any proceeding to the fullest extent permitted transactions contemplated by Pennsylvania law upon receipt of any undertaking required by Pennsylvania law. Without limiting the foregoingthis Agreement, in a case (if any) in which a determination by CMTY is required to effectuate any indemnification, CMTY shall directwhether asserted or claimed prior to, at or after the election Effective Date, and (ii) excepting liability for fraud, deception or intentional misrepresentation; provided, however, that Sterling shall not have an obligation hereunder to any Indemnified Party when and if a court of the Indemnified Partycompetent jurisdiction or Regulatory Authority shall ultimately determine, and such determination shall become final and non-appealable, that the determination shall be made indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by independent counsel mutually agreed upon between CMTY and applicable law or the Indemnified PartyRegulatory Authority. (B) CMTY shall, and it shall cause Community Banks to, keep in effect provisions in its articles of incorporation or association and bylaws providing for exculpation of director and officer liability and its indemnification of the Indemnified Parties to the fullest extent permitted by applicable law, which provisions shall not be amended except as required by applicable law or except to make changes permitted by law that would enlarge the Indemnified Parties’ right to indemnification. (C) CMTY shall use its reasonable best efforts (and PRFS shall cooperate and assist prior to the Effective Date in these efforts), at no expense to the beneficiaries, to: (1) maintain directors’ and officers’ liability insurance (“D&O Insurance”) with respect to matters occurring at or prior to the Effective Date, issued by a carrier assigned a claims-paying ability rating by A.M. Best & Co. of “A (Excellent)” or higher; or (2) obtain coverage for Prior Acts of the Indemnified Parties under the D&O Insurance policies currently maintained by CMTY; in either case, providing at least the same coverage as the D&O Insurance currently maintained by PRFS, for For a period of at least six (6) years from following the Effective Date; provided, that CMTY Sterling shall not be obligated to make annual premium payments pay the premiums for such six-year period in respect of the D&O a Director and Officer Liability Insurance which exceed, Tail Policy for the portion related to PRFS’s directors Directors and officers, 150% Officers of the annual premium payment, Pennsylvania and PSB as of the date hereofEffective Date and for all former directors and officers of Pennsylvania and PSB, under PRFS’s current policy in effect on if insurable by an insurance carrier within the financial limitations of this Section 5.07(c)(iii), with conditions and terms substantially comparable to the Director and Officer Liability Policy of Pennsylvania as of the date of this Agreement) (, so long as the “Maximum Amount”). If the amount policy can be obtained at a cost not in excess of 150% of the premiums necessary rate for such Director and Officer Liability Insurance Tail Policy, in effect as of the date of this Agreement. In the event Sterling is unable to maintain or procure obtain a Director and Officer Liability Insurance Tail Policy at a cost not in excess of 150% of such insurance rate, Sterling shall obtain a Director and Officer Liability Insurance Tail Policy with the maximum coverage exceeds the Maximum Amount, CMTY shall use its reasonable best efforts to maintain the most advantageous policies of D&O Insurance obtainable reasonably available for a premium cost that is equal to 150% of the Maximum Amountrate. (D) If any claim is made against an Indemnified Party who is covered or potentially covered by insurance, neither Community Banks nor CMTY shall do anything that would forfeit, jeopardize, restrict or limit the insurance coverage available for that claim until the final disposition thereof. (E) If CMTY or any of its successors or assigns shall consolidate with or merge into any other person and shall not be the continuing or surviving person of such consolidation or merger or shall transfer all or substantially all of its assets to any person, then and in each case, proper provision shall be made so that the successors and assigns of CMTY shall assume the obligations set forth in this Section 5.07(c)(v). (F) The provisions of this Section 5.07(c)(v) are intended to be for the benefit of and shall be enforceable by, each Indemnified Party, his or her heirs and representatives. (G) CMTY shall pay all expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 5.07(c)(v).

Indemnification; Insurance. (Aa) CMTY The Parent shall indemnifynot after the Closing, defendtake any action to alter or impair any exculpatory or indemnification provisions now existing in the certificate of incorporation or the Company Constitution for the benefit of any individual who served as a director or officer of the Company at any time prior to the Closing, except for any changes which may be required to conform with changes in applicable Law and any changes which do not affect the application of such provisions to acts or omissions of such individuals prior to the Closing. (b) From and after the Closing, the Parent agrees that it will indemnify and hold harmless the present each current and former directors, officers, employees director and agents officer of PRFS and the PRFS Subsidiaries Company (each, an the “Indemnified PartyExecutives”) against all losses, any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages damages, liabilities or liabilities and amounts paid in settlement incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of actions or omissions pertaining to matters existing or alleged acts or omissions (collectively, “Prior Acts”) occurring at or prior to the Effective Date (including Closing, whether asserted or claimed prior to, at or after the Contemplated Transactions) Closing, to the fullest extent permitted by Pennsylvania law, including provisions relating to advances of under Delaware Law (and the Parent shall also advance expenses as incurred in the defense of any proceeding to the fullest extent permitted by Pennsylvania law upon receipt of any undertaking required by Pennsylvania law. Without limiting the foregoingunder Delaware Law, in a case (if any) in which a determination by CMTY is required to effectuate any indemnification, CMTY shall direct, at the election of provided the Indemnified Party, Executive to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that the determination shall be made by independent counsel mutually agreed upon between CMTY and the such Indemnified PartyExecutive is not entitled to indemnification). (Bc) CMTY shallFrom and after the Closing, the Parent and the Company agree that it shall cause Community Banks to, keep in effect provisions in its articles of incorporation or association and bylaws providing for exculpation of will indemnify each former director and officer liability and its indemnification of the Parent listed on Schedule 5.6(c) attached hereto (the “Parent Indemnified Parties Executives”) for actions arising out of or pertaining to actions relating to the fullest extent permitted approval of and entering into the this Agreement, the Transaction Documentation, the Share Exchange and each of the transactions contemplated by applicable lawthis Agreement pursuant to an agreement in the form attached hereto as Exhibit C (collectively, which provisions shall not be amended except as required by applicable law or except to make changes permitted by law that would enlarge the Indemnified Parties’ right to indemnification“Pre-Share Exchange Indemnity Agreements”). (Cd) CMTY The Company shall use its reasonable best efforts (obtain and PRFS shall cooperate purchase, to be effective as of the Closing director and assist prior to the Effective Date in these efforts), at no expense to the beneficiaries, to: (1) maintain directors’ and officers’ officer liability insurance (“D&O Insurance”) covering the directors and officers of the Parent immediately after the Closing, and such D&O Insurance shall include coverage for any acts or omissions that take place on or after the Closing, including, without limitation, in connection with the transactions contemplated by this Agreement. The Company shall also obtain a “Side A” director and officer liability “tail” insurance policy (“D&O Tail”) covering the Parent Indemnified Executives with respect to matters their acts and omissions as directors and officers of the Parent occurring at or prior to the Effective DateClosing, issued including, without limitation, in connection with the transactions contemplated by a carrier assigned a claims-paying ability rating by A.M. Best & Co. of “A (Excellent)” or higher; or (2) obtain coverage for Prior Acts of the Indemnified Parties under the this Agreement. The D&O Insurance policies currently Tail shall be maintained by CMTY; in either case, providing at least the same coverage as the D&O Insurance currently maintained by PRFS, effect for a period of at least six (6) years following the Closing. The premiums payable by the Company for the D&O Tail and D&O Insurance shall be paid from (or to the Effective Date; providedextent, that CMTY shall not be obligated reimbursed to make annual premium payments for such six-year period in respect the Company from) the gross proceeds of the D&O Insurance which exceed, for Private Placement Offering at the portion related to PRFS’s directors and officers, 150% of the annual premium payment, as of the date hereof, under PRFS’s current policy in effect on the date of this Agreement) (the “Maximum Amount”). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, CMTY shall use its reasonable best efforts to maintain the most advantageous policies of D&O Insurance obtainable for a premium equal to the Maximum Amount. (D) If any claim is made against an Indemnified Party who is covered or potentially covered by insurance, neither Community Banks nor CMTY shall do anything that would forfeit, jeopardize, restrict or limit the insurance coverage available for that claim until the final disposition closing thereof. (Ee) If CMTY Notwithstanding anything to the contrary in this Section 5.6, from and after the Closing, each of the Parent and the Company agrees that any indemnification available to any Indemnified Executive who on or prior to the Closing Date was a director of the Company or any of its successors Subsidiaries by virtue of such Indemnified Executive’s service as a partner or assigns shall consolidate employee of any investment fund affiliated with or merge into managed by any Company Shareholder or any of such Company Shareholder’s Affiliates on or prior to the Closing Date (any such Indemnified Executive, a “Shareholder Nominated Director”) shall be secondary to the indemnification to be provided by the Parent pursuant to this Section 5.6 and that the Parent (i) shall be the primary indemnitors of first resort for the Shareholder Nominated Directors pursuant to this Section 5.6, (ii) shall be fully responsible for the indemnification and exculpation from liabilities with respect to the Shareholder Nominated Directors which are addressed by this Section 5.6 and (iii) shall not make any claim for contribution, subrogation or any other person and shall not be the continuing recovery of any kind in respect of any other indemnification or surviving person of such consolidation or merger or shall transfer all or substantially all of its assets insurance available to any person, then and in each case, proper provision shall be made so that the successors and assigns of CMTY shall assume the obligations set forth in Shareholder Nominated Director with respect to any matter addressed by this Section 5.07(c)(v)5.6. (Ff) The provisions of this Section 5.07(c)(v) 5.6 shall survive the Closing and are intended to be for the benefit of of, and shall be enforceable by, each Indemnified PartyExecutive, his Parent Indemnified Executive and Shareholder Nominated Director, as applicable, and nothing in this Agreement shall affect any indemnification rights that any such person may have under the certificate of incorporation or her heirs and representatives. (G) CMTY shall pay all expensesthe by-laws of the Company or the Parent or any contract or instrument or applicable Law, including reasonable attorneys’ feesany contract, that may agreement or arrangement between the Parent, the Company or the Company’s Subsidiaries (on the one hand) and any such Indemnified Executive, any investor or third party (on the other hand). Notwithstanding anything in this Agreement to the contrary, the obligations under this Section 5.6 shall not be incurred by terminated or modified in such a manner as to adversely affect any Indemnified Party in enforcing Executive, Parent Indemnified Executive or Shareholder Nominated Director without the indemnity and other obligations provided for in this Section 5.07(c)(v)written consent of such person.

Indemnification; Insurance. (Aa) CMTY shall indemnifyParent agrees that, defendfrom and after the Effective Time, it will indemnify and hold harmless the each present and former directorsdirector and officer of the Company and member of the board of managers of Lilly ICOS LLC (when acting in such capacity), officers, employees and agents determined as of PRFS and the PRFS Subsidiaries Effective Time (each, an the “Indemnified PartyParties”) ), in respect of acts or omissions in their capacity as such, against all losses, any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities and amounts paid incurred in settlement connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of actions matters existing or omissions or alleged acts or omissions (collectively, “Prior Acts”) occurring at or prior to the Effective Date Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under the WBCA and the Company Charter Documents in effect on the date hereof to indemnify such Person (including the Contemplated Transactions) and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law; provided, that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by Pennsylvania lawa court of competent jurisdiction that such Person is not entitled to indemnification). (b) Any Indemnified Party wishing to claim indemnification under Section 6.8(a), including provisions relating upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Parent thereof, but the failure to advances so notify shall not relieve Parent of any obligation hereunder except to the extent that Parent is actually prejudiced by such failure to give notice. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) Parent or the Surviving Corporation shall have the right to assume the defense thereof and Parent shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if Parent or the Surviving Corporation elects not to assume such defense or counsel for the Indemnified Parties advises that there are issues which raise conflicts of interest between Parent or the Surviving Corporation and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and Parent or the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that Parent shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any jurisdiction, (ii) the Indemnified Parties will cooperate in the defense of any proceeding such matter and (iii) Parent shall not be liable for any settlement effected without its prior written consent; and provided, further, that Parent shall not have any obligation hereunder to the fullest extent permitted by Pennsylvania law upon receipt any Indemnified Party if and when a court of any undertaking required by Pennsylvania law. Without limiting the foregoingcompetent jurisdiction shall ultimately determine, in a case (if any) in which a and such determination by CMTY is required to effectuate any indemnification, CMTY shall direct, at the election of the Indemnified Partyhave become final, that the determination shall be made indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by independent counsel mutually agreed upon between CMTY and the Indemnified Partyapplicable Law. (Bc) CMTY shallFor six (6) years after the Effective Time, and it Parent shall cause Community Banks to, keep the Surviving Corporation to maintain (directly or indirectly through the Company’s existing insurance programs) in effect provisions in its articles of incorporation or association and bylaws providing for exculpation of director and officer liability and its indemnification of the Indemnified Parties to the fullest extent permitted by applicable law, which provisions shall not be amended except as required by applicable law or except to make changes permitted by law that would enlarge the Indemnified Parties’ right to indemnification. (C) CMTY shall use its reasonable best efforts (and PRFS shall cooperate and assist prior to the Effective Date in these efforts), at no expense to the beneficiaries, to: (1) maintain Company’s current directors’ and officers’ liability insurance (“D&O Insurance”) with in respect to matters of acts or omissions occurring at or prior to the Effective DateTime, issued covering each Person currently covered by a carrier assigned a claims-paying ability rating by A.M. Best & Co. of “A (Excellent)” or higher; or (2) obtain coverage for Prior Acts of the Indemnified Parties under the D&O Insurance policies currently maintained by CMTY; in either case, providing at least the same coverage as the D&O Insurance currently maintained by PRFS, for a period of at least six (6) years from the Effective Date; provided, that CMTY shall not be obligated to make annual premium payments for such six-year period in respect of the D&O Insurance which exceed, for the portion related to PRFSCompany’s directors directors’ and officers’ liability insurance policy (a complete and accurate copy of which has been heretofore delivered to Parent), 150% on terms with respect to such coverage and amounts no less favorable than those of the annual premium payment, as of the date hereof, under PRFS’s current such policy in effect on the date hereof (provided that, such terms are commercially available in the market); provided, however, that Parent may (i) substitute therefor policies of Parent containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amount no less favorable to such directors and officers or (ii) obtain such extended reporting period coverage under the Company’s existing D&O Insurance (to be effective as of the Effective Time) and the Company shall cooperate with Parent in doing so (including, without limitation, executing all documents and providing all information and materials reasonably necessary therefor); provided, further, that, in satisfying its obligation under this Section 6.8, neither the Company nor Parent shall be obligated to pay on an annual basis more than 300% of the last annual aggregate premium paid prior to the date of this Agreement) (Agreement by the “Maximum Amount”)Company to obtain such coverage. If It is understood and agreed that in the amount event such coverage on an annual basis cannot be obtained for 300% of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, CMTY shall use its reasonable best efforts to maintain the most advantageous policies of D&O Insurance obtainable for a last annual aggregate premium equal paid prior to the Maximum Amountdate of this Agreement by the Company or less, Parent shall be obligated to provide the greatest coverage as may be obtained for such amount. (Dd) If any claim is made against an Indemnified Party who is covered or potentially covered by insurance, neither Community Banks nor CMTY shall do anything that would forfeit, jeopardize, restrict or limit the insurance coverage available for that claim until the final disposition thereof. (E) If CMTY Surviving Corporation or any of its successors or assigns (i) shall consolidate with or merge into any other person corporation or entity and shall not be the continuing or surviving person corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any personindividual, then corporation or other entity, then, and in each such case, proper provision provisions shall be made so that the successors and assigns of CMTY the Surviving Corporation shall assume all of the obligations set forth in this Section 5.07(c)(v)6.8 of the Surviving Corporation. (Fe) The rights of each Indemnified Party under this Section 6.8 shall be in addition to any right such Person might have under the Company Charter Documents or the certificate of incorporation or by-laws of any of the Company’s Subsidiaries. The provisions of this Section 5.07(c)(v) 6.8 are intended to be for the benefit of of, and shall be enforceable by, each of the Indemnified PartyParties, his or her their heirs and their representatives. (G) CMTY shall pay all expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 5.07(c)(v).

Indemnification; Insurance. (A) CMTY shall indemnify, defend, and hold harmless the present and former directors, officers, employees and agents of PRFS BFC and the PRFS BFC Subsidiaries (each, an “"Indemnified Party”") against all losses, expenses (including reasonable attorneys’ ' fees), claims, damages or liabilities and amounts paid in settlement arising out of actions or omissions or alleged acts or omissions (collectively, “"Prior Acts”") occurring at or prior to the Effective Date (including the Contemplated Transactions) to the fullest extent permitted by Pennsylvania law, including provisions relating to advances of expenses incurred in the defense of any proceeding to the fullest extent permitted by Pennsylvania law upon receipt of any undertaking required by Pennsylvania law. Without limiting the foregoing, in a case (if any) in which a determination by CMTY is required to effectuate any indemnification, CMTY shall direct, at the election of the Indemnified Party, that the determination shall be made by independent counsel mutually agreed upon between CMTY and the Indemnified Party. (B) CMTY shall, and it shall cause Community Banks to, keep in effect provisions in its articles of incorporation or association and bylaws providing for exculpation of director and officer liability and its indemnification of the Indemnified Parties to the fullest extent permitted by applicable law, which provisions shall not be amended except as required by applicable law or except to make changes permitted by law that would enlarge the Indemnified Parties’ ' right to indemnification. (C) CMTY shall use its reasonable best efforts (and PRFS BFC shall cooperate and assist prior to the Effective Date in these efforts), at no expense to the beneficiaries, to: (1) maintain directors’ ' and officers’ ' liability insurance (“"D&O Insurance”") with respect to matters occurring at or prior to the Effective Date, issued by a carrier assigned a claims-paying ability rating by A.M. Best & Co. of “"A (Excellent)” " or higher; or (2) obtain coverage for Prior Acts of the Indemnified Parties under the D&O Insurance policies currently maintained by CMTY; in either case, providing at least the same coverage as the D&O Insurance currently maintained by PRFSBFC, for a period of at least six (6) years from the Effective Date; provided, that CMTY shall not be obligated to make annual premium payments for such six-year period in respect of the D&O Insurance which exceed, for the portion related to PRFS’s BFC's directors and officers, 150200% of the annual premium payment, as of the date hereof, under PRFS’s BFC's current policy in effect on the date of this Agreement) Agreement (the “"Maximum Amount”"). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, CMTY shall use its reasonable best efforts to maintain the most advantageous policies of D&O Insurance obtainable for a premium equal to the Maximum Amount. (D) If any claim is made against an Indemnified Party who is covered or potentially covered by insurance, neither Community Banks nor CMTY shall do anything that would forfeit, jeopardize, restrict or limit the insurance coverage available for that claim until the final disposition thereof. (E) If CMTY or any of its successors or assigns shall consolidate with or merge into any other person and shall not be the continuing or surviving person of such consolidation or merger or shall transfer all or substantially all of its assets to any person, then and in each case, proper provision shall be made so that the successors and assigns of CMTY shall assume the obligations set forth in this Section 5.07(c)(v5.07(c)(iv). (F) The provisions of this Section 5.07(c)(v5.07(c)(iv) are intended to be for the benefit of and shall be enforceable by, each Indemnified Party, his or her heirs and representatives. (G) CMTY shall pay all expenses, including reasonable attorneys’ ' fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 5.07(c)(v5.07(c)(iv).

Indemnification; Insurance. (A) CMTY At all times following the Merger, the Surviving Corporation shall indemnify, defend, and hold harmless the indemnify all present and former directors, officers, employees directors or officers of Target and agents of PRFS and the PRFS its Subsidiaries (each, an “Indemnified PartyParties”) against all losses, any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages damages, penalties or liabilities and amounts paid in settlement arising out of actions or omissions or alleged acts or omissions (collectively, “Prior ActsCosts”) 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 Date (including Time, whether asserted or claimed prior to, at or after the Contemplated Transactions) Effective Time, by reason of the fact of such Indemnified Party’s service as a director or officer of Target or any of its Subsidiaries, except to the fullest extent permitted by Pennsylvania law, including provisions relating to advances of expenses incurred in the defense of any proceeding to the fullest extent permitted by Pennsylvania law upon receipt of any undertaking required by Pennsylvania law. Without limiting the foregoing, it is determined in a case (if any) in which a final, non-appealable determination by CMTY a court of competent jurisdiction that such indemnification is required to effectuate any indemnification, CMTY shall direct, at the election of the Indemnified Party, that the determination shall be made by independent counsel mutually agreed upon between CMTY and the Indemnified Party. (B) CMTY shall, and it shall cause Community Banks to, keep in effect provisions in its articles of incorporation or association and bylaws providing for exculpation of director and officer liability and its indemnification of the Indemnified Parties to the fullest extent permitted prohibited by applicable law, to the extent such Costs have not been paid for by insurance and shall, in connection with defending against any action for which provisions indemnification is available hereunder, promptly advance to such Indemnified Parties any reasonable costs and expenses as incurred by or on behalf of such Indemnified Parties; provided that such advance shall not be amended except as required by applicable law or except to make changes permitted by law that would enlarge the conditioned upon such Indemnified Parties’ right agreement promptly to indemnification. (C) CMTY return such amounts if a court of competent jurisdiction shall use ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable law. The foregoing rights shall be in addition to any rights to which any Indemnified Party may be entitled by reason of the by-laws or certificate of incorporation of Target or any of its reasonable best efforts Subsidiaries, any contract and/or any applicable law. Target shall acquire and the Surviving Corporation will maintain (and PRFS shall cooperate and assist prior not cancel or allow to lapse) for a period of not less than six years from the Effective Date in these efforts), at no expense to the beneficiaries, to: (1) maintain Time Target’s current directors’ and officers’ liability insurance and indemnification policy (or a policy providing substantially similar coverage) (the “D&O Insurance”) with respect to matters occurring at or prior to the Effective Date, issued for all persons who are directors and officers of Target and its Subsidiaries covered by a carrier assigned a claims-paying ability rating by A.M. Best & Co. of “A (Excellent)” or higher; or (2) obtain coverage for Prior Acts of the Indemnified Parties under the Target’s D&O Insurance policies currently maintained by CMTY; in either case, providing at least the same coverage as the D&O Insurance currently maintained by PRFS, for a period of at least six (6) years from the Effective Date; provided, that CMTY shall not be obligated to make annual premium payments for such six-year period in respect of the D&O Insurance which exceed, for the portion related to PRFS’s directors and officers, 150% of the annual premium payment, as of the date hereof, under PRFS’s current policy in effect on the date of this Agreement) (the “Maximum Amount”)Effective Time. If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, CMTY shall use its reasonable best efforts to maintain the most advantageous policies of D&O Insurance obtainable for a premium equal to the Maximum Amount. (D) If any claim is made against an Indemnified Party who is covered or potentially covered by insurance, neither Community Banks nor CMTY shall do anything that would forfeit, jeopardize, restrict or limit the insurance coverage available for that claim until the final disposition thereof. (E) If CMTY or any of its successors or assigns shall consolidate with or merge into any other person and shall not be the continuing or surviving person of such consolidation or merger or shall transfer all or substantially all of its assets to any person, then and in each case, proper provision shall be made so that the successors and assigns of CMTY shall assume the obligations set forth in this Section 5.07(c)(v). (F) The provisions of this Section 5.07(c)(v) are intended to be for the benefit of of, and shall be enforceable by, each Indemnified Party, Party and his or her heirs and representatives. (G) CMTY shall pay all expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 5.07(c)(v).

Indemnification; Insurance. (Aa) CMTY For a period of six years after the Effective Time, Holding Company shall, and shall cause the Province Surviving Corporation to, indemnify, defend, defend and hold harmless harmless, the present and former directors, officers, employees directors and agents officers of PRFS and the PRFS Subsidiaries Province Entities (each, an “Indemnified Party”) against all losses, expenses (including reasonable attorneys’ fees), claims, damages or liabilities and amounts paid in settlement Liabilities arising out of actions or omissions arising out of the Indemnified Party’s service or alleged acts services as a director or omissions (collectivelyofficer of Province or, “Prior Acts”) at Province’s request, of another corporation, partnership, joint venture, trust or other enterprise occurring at or prior to the Effective Date Time (including the Contemplated Transactionstransactions contemplated by this Agreement) to the fullest extent permitted under Delaware Law, Section 402 of the Sxxxxxxx-Xxxxx Act and by Pennsylvania lawProvince’s Certificate of Incorporation and Bylaws as in effect on the date of this Agreement, including provisions relating to advances of expenses incurred in the defense of any proceeding Litigation and whether or not Holding Company is insured against any such matter, but only to the fullest extent permitted under and by Pennsylvania law upon receipt of any undertaking required by Pennsylvania lawthe foregoing. Without limiting the foregoing, in a any case (if any) in which a determination approval by CMTY the Province Surviving Corporation is required to effectuate any indemnification, CMTY the Province Surviving Corporation shall direct, at the election of the Indemnified Party, that the determination of any such approval shall be made by independent counsel mutually agreed upon between CMTY by Holding Company and the Indemnified Party. (Bb) CMTY Holding Company shall, and it or shall cause Community Banks the Province Surviving Corporation to, keep in effect provisions in its articles of incorporation or association and bylaws providing for exculpation of director and officer liability and its indemnification of the Indemnified Parties to the fullest extent permitted by applicable law, which provisions shall not be amended except as required by applicable law or except to make changes permitted by law that would enlarge the Indemnified Parties’ right to indemnification. (C) CMTY shall use its reasonable best efforts (and PRFS Province shall cooperate and assist prior to the Effective Date Time in these efforts), at no expense ) to maintain in effect for a period of six years after the beneficiaries, to: (1) maintain Effective Time Province’s existing directors’ and officers’ liability insurance policy (“D&O Insurance”provided that Holding Company or the Province Surviving Corporation may substitute therefor (i) with respect to matters occurring at or prior to the Effective Date, issued by a carrier assigned a claims-paying ability rating by A.M. Best & Co. policies of “A (Excellent)” or higher; or (2) obtain coverage for Prior Acts of the Indemnified Parties under the D&O Insurance policies currently maintained by CMTY; in either case, providing at least the same coverage as and amounts containing terms and conditions which are substantially no less advantageous or (ii) with the D&O Insurance currently maintained by PRFS, for a period consent of at least six (6) years from Province given prior to the Effective DateTime, any other policy) with respect to claims arising from facts or events which occurred prior to the Effective Time and covering Persons who are currently covered by such insurance; provided, that CMTY neither Holding Company nor the Province Surviving Corporation shall not be obligated to make aggregate annual premium payments for such six-year period in respect of the D&O Insurance such policy (or coverage replacing such policy) which exceed, for the portion related to PRFSProvince’s directors and officers, 150300% of the annual premium payment, as of the date hereof, under PRFSpayments on Province’s current policy in effect on as of the date of this Agreement) Agreement (the “Maximum Amount”). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, CMTY Holding Company or the Province Surviving Corporation shall use its commercially reasonable best efforts to maintain the most advantageous policies of D&O Insurance directors’ and officers’ liability insurance obtainable for a premium equal to the Maximum Amount. (Dc) If any claim is made against an Any Indemnified Party who wishing to claim indemnification under paragraph (a) of this Section 8.14, upon learning of any such Liability or Litigation, shall promptly notify Holding Company and the Province Surviving Corporation thereof. In the event of any such Litigation (whether arising before or after the Effective Time), (i) Holding Company or the Province Surviving Corporation shall have the right to assume the defense thereof and neither Holding Company nor the Province Surviving Corporation shall be liable to any 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 Holding Company and the Province Surviving Corporation elects not to assume such defense or counsel for Holding Company advises that there are substantive issues which raise conflicts of interest between Holding Company or the Province Surviving Corporation, on the one hand, and the Indemnified Party, on the other hand, the Indemnified Party may retain counsel satisfactory to it and Holding Company and/or the Province Surviving Corporation, and Holding Company or the Province Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Party; provided, that Holding Company and the Province Surviving Corporation shall be obligated pursuant to this paragraph (c) to pay for only one firm of counsel for all Indemnified Parties in any jurisdiction; (ii) the Indemnified Parties will cooperate in the defense of any such Litigation; and (iii) neither Holding Company nor the Province Surviving Corporation shall be liable for any settlement effected without its prior written consent; provided, further, that neither Holding Company nor the Province Surviving Corporation shall have any obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall determine that the indemnification of such Indemnified Party in the manner contemplated hereby is covered or potentially covered prohibited by insuranceapplicable Law, neither Community Banks nor CMTY and such determination shall do anything that would forfeit, jeopardize, restrict or limit the insurance coverage available for that claim until the final disposition thereofhave been final. (Ed) If CMTY Holding Company or the Province Surviving Corporation or any of its their respective successors or assigns shall consolidate with or merge into any other person Person and shall not be the continuing or surviving person Person of such consolidation or merger merger, or shall transfer all or substantially all of its assets Assets to any personPerson, then and in each case, proper provision shall be made so that the successors and assigns of CMTY Holding Company or the Province Surviving Corporation shall assume the obligations set forth in this Section 5.07(c)(v)8.14. (F) The provisions of this Section 5.07(c)(v) are intended to be for the benefit of and shall be enforceable by, each Indemnified Party, his or her heirs and representatives. (G) CMTY shall pay all expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 5.07(c)(v).

Indemnification; Insurance. (A) CMTY NPB shall indemnify, defend, and hold harmless the present and former directors, officers, employees and agents of PRFS and the PRFS Subsidiaries ENB (each, an “"Indemnified Party”") against all losses, expenses (including reasonable attorneys’ ' fees), claims, damages or liabilities and amounts paid in settlement arising out of actions or omissions or alleged acts or omissions (collectively, “"Prior Acts”") occurring at or prior to the Effective Date (including the Contemplated Transactionstransactions contemplated by this Agreement) to the fullest extent permitted by under the Pennsylvania lawBusiness Corporation Law ("PBCL"), including provisions relating to advances of expenses incurred in the defense of any proceeding to the fullest full extent permitted by Pennsylvania law the PBCL upon receipt of any undertaking required by Pennsylvania lawthe PBCL. Without limiting the foregoing, in a case (if any) in which a determination by CMTY NPB is required to effectuate any indemnification, CMTY NPB shall direct, at the election of the Indemnified Party, that the determination shall be made by independent counsel mutually agreed upon between CMTY NPB and the Indemnified Party. (B) CMTY shall, and it NPB shall cause Community Banks to, Bank to keep in effect provisions in its articles Articles of incorporation or association Incorporation and bylaws Bylaws of Bank providing for exculpation of director and officer liability and its indemnification of the Indemnified Parties to the fullest extent permitted by applicable lawunder the PBCL, which provisions shall not be amended except as required by applicable law or except to make changes permitted by law that would enlarge the Indemnified Parties’ ' right to indemnification. (C) CMTY NPB shall use its reasonable best efforts (and PRFS ENB shall cooperate and assist prior to the Effective Date in these efforts), at no expense to the beneficiaries, to: (1i) to maintain (x) directors’ ' and officers’ ' liability insurance (“"D&O Insurance”") for the Indemnified Parties with respect to matters occurring at or prior to the Effective Date, and (y) fiduciary liability insurance ("Fiduciary Insurance") for the present and former fiduciaries of ENB's profit-sharing plan and employee stock ownership plan (the "Fiduciary Insurance"), each issued by a carrier or carriers assigned a claims-paying ability rating by A.M. Best & Co. of “"A (Excellent)” " or higher; or , or (2ii) to obtain coverage for Prior Acts of for the Indemnified Parties under the D&O Insurance fiduciary and directors' and officers' liability insurance policies currently maintained by CMTY; NPB, in either case, providing at least the same coverage as the D&O Insurance and Fiduciary Insurance, respectively, currently maintained by PRFSENB and containing terms and conditions which are no less favorable to the beneficiaries, for a period of at least six (6) years from the Effective Date; provided, that CMTY NPB shall not be obligated to make annual premium payments for such six-year period in respect of the D&O Insurance and the Fiduciary Insurance which exceed, for the portion related to PRFS’s ENB's directors and officers, 150% 150 percent of the annual premium payment, payments ($18,083.00 at the date hereof) of ENB's current policy in effect as of the date hereof, under PRFS’s current policy in effect on the date of this Agreement) Agreement (the “"Maximum Amount”"). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, CMTY NPB shall use its reasonable best efforts to maintain the most advantageous policies of D&O Insurance directors' and officers' liability insurance obtainable for a premium equal to the Maximum Amount. (D) If In the event any claim is made against an Indemnified Party present or former directors, officers or employees of ENB or any of the Fiduciaries who is covered or potentially covered by insurance, neither Community Banks Bank nor CMTY NPB shall do anything that would forfeit, jeopardize, restrict or limit the insurance coverage available for that claim until the final disposition thereof. (E) If CMTY NPB or any of its successors or assigns shall consolidate with or merge into any other person and shall not be the continuing or surviving person of such consolidation or merger or shall transfer all or substantially all of its assets to any person, then and in each case, proper provision shall be made so that the successors and assigns of CMTY NPB shall assume the obligations set forth in this Section 5.07(c)(v4.07(c)(xi). (F) The provisions of this Section 5.07(c)(v4.07(c)(xi) are intended to be for the benefit of and shall be enforceable by, each Indemnified Party, his or her heirs and representatives. (G) CMTY NPB shall pay all expenses, including reasonable attorneys’ ' fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 5.07(c)(v4.07(c)(xi).

Indemnification; Insurance. (A) CMTY NPB shall indemnify, defend, and hold harmless the present and former directors, officers, employees and agents of PRFS and FirstService or the PRFS FirstService Subsidiaries (each, an “"Indemnified Party”") against all losses, expenses (including reasonable attorneys’ ' fees), claims, damages or liabilities and amounts paid in settlement arising out of actions or omissions or alleged acts or omissions (collectively, “"Prior Acts”") occurring at or prior to the Effective Date (including the Contemplated Transactionstransactions contemplated by this Agreement) to the fullest extent permitted by Pennsylvania law, including provisions relating to advances of expenses incurred in the defense of any proceeding to the fullest full extent permitted by Pennsylvania law upon receipt of any undertaking required by Pennsylvania law. Without limiting the foregoing, in a case (if any) in which a determination by CMTY NPB is required to effectuate any indemnification, CMTY NPB shall direct, at the election of the Indemnified Party, that the determination shall be made by independent counsel mutually agreed upon between CMTY NPB and the Indemnified Party. (B) CMTY NPB shall, and it shall cause Community Banks NP Bank to, keep in effect provisions in its articles of incorporation or association and bylaws providing for exculpation of director and officer liability and its indemnification of the Indemnified Parties to the fullest extent permitted by applicable Pennsylvania law, which provisions shall not be amended except as required by applicable law or except to make changes permitted by law that would enlarge the Indemnified Parties’ ' right to indemnification. (C) CMTY NPB shall use its reasonable best efforts (and PRFS FirstService shall cooperate and assist prior to the Effective Date in these efforts), at no expense to the beneficiaries, to: (1) maintain directors’ ' and officers’ ' liability insurance (“"D&O Insurance”") for the Indemnified Parties with respect to matters occurring at or prior to the Effective Date, issued by a carrier assigned a claims-paying ability rating by A.M. Best & Co. of “"A (Excellent)” " or higher; or (2) obtain coverage for Prior Acts of for the Indemnified Parties under the D&O Insurance directors' and officers' liability insurance policies currently maintained by CMTYNPB; in either case, providing at least the same coverage as the D&O Insurance currently maintained by PRFSFirstService and containing terms and conditions which are no less favorable to the beneficiaries, for a period of at least six (6) years from the Effective Date; provided, that CMTY NPB shall not be obligated to make annual premium payments for such six-year period in respect of the D&O Insurance which exceed, for the portion related to PRFS’s FirstService's directors and officers, 150% 150 percent of the initial annual premium payment, as of the date hereof, under PRFS’s current policy in effect on the date of this Agreement) premiums for such coverage (the “"Maximum Amount”"). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, CMTY NPB shall use its reasonable best efforts to maintain the most advantageous policies of D&O Insurance directors' and officers' liability insurance obtainable for a premium equal to the Maximum Amount. (D) If any claim is made against an Indemnified Party present or former directors, officers or employees of FirstService or of any FirstService Subsidiary who is are covered or potentially covered by insurance, neither Community Banks NP Bank nor CMTY NPB shall do anything that would forfeit, jeopardize, restrict or limit the insurance coverage available for that claim until the final disposition thereof. (E) If CMTY NPB or any of its successors or assigns shall consolidate with or merge into any other person and shall not be the continuing or surviving person of such consolidation or merger or shall transfer all or substantially all of its assets to any person, then and in each case, proper provision shall be made so that the successors and assigns of CMTY NPB shall assume the obligations set forth in this Section 5.07(c)(v4.07(c)(vi). (F) The provisions of this Section 5.07(c)(v4.07(c)(vi) are intended to be for the benefit of and shall be enforceable by, each Indemnified Party, his or her heirs and representatives. (G) CMTY NPB shall pay all expenses, including reasonable attorneys’ ' fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 5.07(c)(v4.07(c)(vi).

Indemnification; Insurance. (A) CMTY shall indemnify, defend, and hold harmless the present and former directors, officers, employees and agents of PRFS BFC and the PRFS BFC Subsidiaries (each, an “Indemnified Party”) against all losses, expenses (including reasonable attorneys’ fees), claims, damages or liabilities and amounts paid in settlement arising out of actions or omissions or alleged acts or omissions (collectively, “Prior Acts”) occurring at or prior to the Effective Date (including the Contemplated Transactions) to the fullest extent permitted by Pennsylvania law, including provisions relating to advances of expenses incurred in the defense of any proceeding to the fullest extent permitted by Pennsylvania law upon receipt of any undertaking required by Pennsylvania law. Without limiting the foregoing, in a case (if any) in which a determination by CMTY is required to effectuate any indemnification, CMTY shall direct, at the election of the Indemnified Party, that the determination shall be made by independent counsel mutually agreed upon between CMTY and the Indemnified Party. (B) CMTY shall, and it shall cause Community Banks to, keep in effect provisions in its articles of incorporation or association and bylaws providing for exculpation of director and officer liability and its indemnification of the Indemnified Parties to the fullest extent permitted by applicable law, which provisions shall not be amended except as required by applicable law or except to make changes permitted by law that would enlarge the Indemnified Parties’ right to indemnification. (C) CMTY shall use its reasonable best efforts (and PRFS BFC shall cooperate and assist prior to the Effective Date in these efforts), at no expense to the beneficiaries, to: (1) maintain directors’ and officers’ liability insurance (“D&O Insurance”) with respect to matters occurring at or prior to the Effective Date, issued by a carrier assigned a claims-paying ability rating by A.M. Best & Co. of “A (Excellent)” or higher; or (2) obtain coverage for Prior Acts of the Indemnified Parties under the D&O Insurance policies currently maintained by CMTY; in either case, providing at least the same coverage as the D&O Insurance currently maintained by PRFSBFC, for a period of at least six (6) years from the Effective Date; provided, that CMTY shall not be obligated to make annual premium payments for such six-year period in respect of the D&O Insurance which exceed, for the portion related to PRFSBFC’s directors and officers, 150200% of the annual premium payment, as of the date hereof, under PRFSBFC’s current policy in effect on the date of this Agreement) Agreement (the “Maximum Amount”). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, CMTY shall use its reasonable best efforts to maintain the most advantageous policies of D&O Insurance obtainable for a premium equal to the Maximum Amount. (D) If any claim is made against an Indemnified Party who is covered or potentially covered by insurance, neither Community Banks nor CMTY shall do anything that would forfeit, jeopardize, restrict or limit the insurance coverage available for that claim until the final disposition thereof. (E) If CMTY or any of its successors or assigns shall consolidate with or merge into any other person and shall not be the continuing or surviving person of such consolidation or merger or shall transfer all or substantially all of its assets to any person, then and in each case, proper provision shall be made so that the successors and assigns of CMTY shall assume the obligations set forth in this Section 5.07(c)(v5.07(c)(iv). (F) The provisions of this Section 5.07(c)(v5.07(c)(iv) are intended to be for the benefit of and shall be enforceable by, each Indemnified Party, his or her heirs and representatives. (G) CMTY shall pay all expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 5.07(c)(v5.07(c)(iv).

Indemnification; Insurance. (A) CMTY NPB shall indemnify, defend, and hold harmless the present and former directors, officers, employees and agents of PRFS and the PRFS Subsidiaries HomeTowne (each, an “"Indemnified Party”") against all losses, expenses (including reasonable attorneys’ ' fees), claims, damages or liabilities and amounts paid in settlement arising out of actions or omissions or alleged acts or omissions (collectively, “"Prior Acts”") occurring at or prior to the Effective Date (including the Contemplated Transactions) to the fullest extent permitted by Pennsylvania law, including provisions relating to advances of expenses incurred in the defense of any proceeding to the fullest full extent permitted by Pennsylvania law upon receipt of any undertaking required by Pennsylvania law. Without limiting the foregoing, in a case (if any) in which a determination by CMTY NPB is required to effectuate any indemnification, CMTY NPB shall direct, at the election of the Indemnified Party, that the determination shall be made by independent counsel mutually agreed upon between CMTY NPB and the Indemnified Party. (B) CMTY NPB shall, and it shall cause Community Banks NP Bank to, keep in effect provisions in its articles of incorporation or association and bylaws providing for exculpation of director and officer liability and its indemnification of the Indemnified Parties to the fullest extent permitted by applicable Pennsylvania law, which provisions shall not be amended except as required by applicable law or except to make changes permitted by law that would enlarge the Indemnified Parties’ ' right to indemnification. (C) CMTY NPB shall use its reasonable best efforts (and PRFS HomeTowne shall cooperate and assist prior to the Effective Date in these efforts), at no expense to the beneficiaries, to: (1) maintain directors’ ' and officers’ ' liability insurance (“"D&O Insurance”") for the Indemnified Parties with respect to matters occurring at or prior to the Effective Date, issued by a carrier assigned a claims-paying ability rating by A.M. Best & Co. of “"A (Excellent)” " or higher; or (2) obtain coverage for Prior Acts of for the Indemnified Parties under the D&O Insurance directors' and officers' liability insurance policies currently maintained by CMTYNPB; in either case, providing at least the same coverage as the D&O Insurance currently maintained by PRFSHomeTowne and containing terms and conditions which are no less favorable to the beneficiaries, for a period of at least six (6) years from the Effective Date; provided, that CMTY NPB shall not be obligated to make annual premium payments for such six-year period in respect of the D&O Insurance which exceed, for the portion related to PRFS’s HomeTowne's directors and officers, $26,125 (150% of the annual premium payment, as of the date hereofJuly 1, 2003, under PRFS’s HomeTowne's current policy in effect on the date of this Agreement) (the “"Maximum Amount”"). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, CMTY NPB shall use its reasonable best efforts to maintain the most advantageous policies of D&O Insurance directors' and officers' liability insurance obtainable for a premium equal to the Maximum Amount. (D) If any claim is made against an Indemnified Party present or former directors, officers or employees of HomeTowne who is are covered or potentially covered by insurance, neither Community Banks NP Bank nor CMTY NPB shall do anything that would forfeit, jeopardize, restrict or limit the insurance coverage available for that claim until the final disposition thereof. (E) If CMTY NPB or any of its successors or assigns shall consolidate with or merge into any other person and shall not be the continuing or surviving person of such consolidation or merger or shall transfer all or substantially all of its assets to any person, then and in each case, proper provision shall be made so that the successors and assigns of CMTY NPB shall assume the obligations set forth in this Section 5.07(c)(v4.07(c)(vi). (F) The provisions of this Section 5.07(c)(v4.07(c)(vi) are intended to be for the benefit of and shall be enforceable by, each Indemnified Party, his or her heirs and representatives. (G) CMTY NPB shall pay all expenses, including reasonable attorneys’ ' fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 5.07(c)(v4.07(c)(vi).