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

Indemnification of Directors and Officers; Insurance. (a) From and after the Effective Time, Parent shall cause the Surviving Corporation and its subsidiaries to fulfill and honor in all respects the obligations of the Company and the Company Subsidiaries pursuant to any indemnification provisions under the Organizational Documents of the Company or any Company Subsidiary as in effect on the date of this Agreement (the Persons entitled to be indemnified pursuant to such provisions, and all other current and former directors and officers (including Board members, as applicable) of the Company and the Company Subsidiaries, being referred to collectively as the “D&O Indemnified Parties”). Parent shall cause the Surviving Corporation to honor in accordance with their terms all indemnification agreements entered into by the Company or any Company Subsidiary with any current or former Board member, officer or agent that are in effect prior to the execution of this Agreement. (b) Without limiting the provisions of Section 5.4(a), during the period ending on the sixth (6th) anniversary of the Effective Time, Parent shall cause the Surviving Corporation to indemnify and hold harmless each D&O Indemnified Party against and from any costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to (i) any action or omission or alleged action or omission in such D&O Indemnified Party’s capacity as a Board member, officer or employee of the Company or of any Company Subsidiary (regardless of whether such action or omission, or alleged action or omission, occurred prior to, at or after the Effective Time) or (ii) any agreement or document contemplated hereby or delivered in connection herewith or any of the transactions contemplated by this Agreement; provided that if, at any time prior to one month following the sixth (6th) anniversary of the Effective Time, any D&O Indemnified Party delivers to Parent and to the Surviving Corporation a written notice asserting a claim for indemnification under this Section 5.4(b) arising on or prior to the sixth (6th) anniversary of the Effective Time, then the claim asserted in such notice shall survive the sixth (6th) anniversary of the Effective Time until such time as such claim is fully and finally resolved. In the event of any such claim, action, suit, proceeding or investigation, (i) the D&O Indemnified Parties may retain counsel with respect to the defense thereof for any period after the Effective Time; provided that such counsel shall be reasonably satisfactory to the Surviving Corporation, and (ii) after the Effective Time, Parent shall cause the Surviving Corporation to pay the reasonable fees and expenses of such counsel, promptly after statements therefor are received (provided that in the event of a final non-appealable judicial determination that any D&O Indemnified Party is not entitled to indemnification hereunder, any amounts advanced on his or her behalf shall be remitted to the Surviving Corporation); provided that the Surviving Corporation shall not be liable for any settlement effected without its express written consent, which consent shall not be unreasonably withheld. The D&O Indemnified Parties as a group may retain only one law firm (in addition to local counsel) to represent them with respect to any single action unless counsel for any D&O Indemnified Party determines in good faith that, under applicable standards of professional conduct, a conflict exists or is reasonably likely to arise on any material issue between the positions of any two or more D&O Indemnified Parties. If the Surviving Corporation’s insurance carrier shall designate insurance defense counsel to represent a D&O Indemnified Party at no out-of-pocket cost to such D&O Indemnified Party, in respect to any claim for which such D&O Indemnified Party is entitled to indemnity pursuant to this Section 5.4, the D&O Indemnified Party shall not unreasonably withhold its consent to be so represented; provided that such D&O Indemnified Party shall not be deemed to have unreasonably withheld consent if representation of such D&O Indemnified Party by such counsel would be inappropriate due to actual or potential differing interests between the D&O Indemnified Party and any other party represented by such counsel in such proceeding based on ethical standards. If a D&O Indemnified Party unreasonably withholds its consent, or if the D&O Indemnified Party engages additional counsel (except for the reason set forth in the proviso in the preceding sentence), the Surviving Corporation shall have no obligation to pay or reimburse any of that D&O Indemnified Party’s separate or additional counsel fees and expenses. (c) Parent shall, and shall cause the Surviving Corporation to pay all expenses, including reasonable attorneys’ fees, that may be reasonably incurred by the D&O Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 5.4. (d) Through the sixth (6th) anniversary of the Effective Time, Parent shall cause to be maintained in effect the current level and scope of directors’ and officers’ liability insurance coverage for all matters which is no less favorable to that provided under the Company’s and the Company Subsidiaries’ directors’ and officers’ liability insurance policy in effect as of the date of this Agreement (a copy of which will be delivered to Parent); provided, however, that in no event shall Parent be required pursuant to this Section 5.4(d) to expend in any one year an amount in excess of two hundred percent (200%) of the annual premium currently payable by the Company with respect to such current policy, it being understood that if the annual premiums payable for such insurance coverage exceed such amount, Parent shall be obligated to obtain a policy with the greatest coverage available for a cost equal to such amount. In lieu of such annual coverage, Parent may or may cause the Surviving Corporation to purchase at the Effective Time a six (6) year tail insurance policy complying with the coverage requirements set forth in the preceding sentence. (e) The provisions of this Section 5.4 shall not, however, apply to, and there shall be no indemnification by the Company or any Company Subsidiary for claims against the Payment Agent in its capacity as such. (f) This Section 5.4 shall survive the consummation of the Merger and the Effective Time, is intended to benefit and may be enforced by each of the D&O Indemnified Parties and his or her heirs and representatives, and shall be binding on all successors and assigns of Parent and the Surviving Corporation. The provisions of this Section 5.4 are in addition to, and not in substitution for, any other rights to indemnification or contribution that any D&O Indemnified Party or his or her heirs or representatives may have by contract or otherwise.

Indemnification of Directors and Officers; Insurance. (a) From and after the Effective Time, Parent shall cause Liberty Media and the Surviving Corporation Entity shall jointly and its subsidiaries to fulfill severally indemnify, defend and honor in all respects hold harmless the obligations present and former officers, directors and employees of the Company and any of its Subsidiaries, and any Person who is or was serving at the Company Subsidiaries pursuant to any indemnification provisions under the Organizational Documents request of the Company as an officer or any Company Subsidiary director of another Person (each, an "Indemnified Party" and together, the "Indemnified Parties") (and shall also, subject to Section 7.11(b), advance expenses as in effect on incurred to the date of this Agreement (fullest extent permitted under the Persons DGCL, provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to be indemnified pursuant to such provisions, and all other current and former directors and officers (including Board members, as applicable) of the Company and the Company Subsidiaries, being referred to collectively as the “D&O Indemnified Parties”). Parent shall cause the Surviving Corporation to honor in accordance with their terms all indemnification agreements entered into by the Company or any Company Subsidiary with any current or former Board member, officer or agent that are in effect prior to the execution of this Agreement. (b) Without limiting the provisions of Section 5.4(aindemnification), during the period ending on the sixth against (6thi) anniversary of the Effective Timeall losses, Parent shall cause the Surviving Corporation to indemnify and hold harmless each D&O Indemnified Party against and from any costs and expenses (including reasonable attorneys’ fees)costs, judgments, fines, lossesexpenses, claims, damages, judgments or liabilities and amounts paid in settlement arising out of, or in connection with with, any claim, action, suit, proceeding or investigationinvestigation based in whole or in part on the fact that the Indemnified Party is or was an officer, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to (i) any action or omission or alleged action or omission in such D&O Indemnified Party’s capacity as a Board member, officer director or employee of the Company or any of any Company Subsidiary (regardless of whether such action or omissionits Subsidiaries, or alleged action is or omissionwas serving at the request of the Company as an officer or director of another Person, occurred prior topertaining to any matter existing or occurring before or at the Effective Time and whether asserted or claimed before, at or after the Effective Time) or (ii) any agreement or document contemplated hereby or delivered in connection herewith or any of the transactions contemplated by this Agreement; provided that ifafter, at any time prior to one month following the sixth (6th) anniversary of the Effective Time, any D&O Indemnified Party delivers to Parent and to the Surviving Corporation a written notice asserting a claim for indemnification under this Section 5.4(b) arising on or prior to the sixth (6th) anniversary of the Effective Time, then the claim asserted in such notice shall survive the sixth (6th) anniversary of the Effective Time until such time as such claim is fully and finally resolved. In (the event of any such claim, action, suit, proceeding or investigation, (i"Indemnified Liabilities") the D&O Indemnified Parties may retain counsel with respect to the defense thereof for any period after the Effective Time; provided that such counsel shall be reasonably satisfactory to the Surviving Corporation, and (ii) after all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement, the Effective TimeMerger or any other transactions contemplated hereby or thereby, Parent shall cause the Surviving Corporation to pay the reasonable fees and expenses of such counsel, promptly after statements therefor are received (provided that in the event of a final non-appealable judicial determination that any D&O Indemnified Party is not entitled to indemnification hereunder, any amounts advanced on his or her behalf shall be remitted each case to the Surviving Corporation); provided that fullest extent permitted under the Surviving Corporation shall not be liable for any settlement effected without its express written consentDGCL (notwithstanding the Charter, which consent shall not be unreasonably withheld. The D&O Indemnified Parties as a group may retain only one law firm (in addition to local counsel) to represent them with respect to any single action unless counsel for any D&O Indemnified Party determines in good faith that, under applicable standards Bylaws or similar organizational documents of professional conduct, a conflict exists or is reasonably likely to arise on any material issue between the positions of any two or more D&O Indemnified Parties. If the Surviving Corporation’s insurance carrier shall designate insurance defense counsel to represent a D&O Indemnified Party at no out-of-pocket cost to such D&O Indemnified Party, in respect to any claim for which such D&O Indemnified Party is entitled to indemnity pursuant to this Section 5.4, the D&O Indemnified Party shall not unreasonably withhold its consent to be so represented; provided that such D&O Indemnified Party shall not be deemed to have unreasonably withheld consent if representation of such D&O Indemnified Party by such counsel would be inappropriate due to actual or potential differing interests between the D&O Indemnified Party and any other party represented by such counsel in such proceeding based on ethical standards. If a D&O Indemnified Party unreasonably withholds its consent, or if the D&O Indemnified Party engages additional counsel (except for the reason set forth in the proviso in the preceding sentence)Company, the Surviving Corporation shall have no obligation to pay or reimburse any of that D&O Indemnified Party’s separate or additional counsel fees and expenses. (c) Parent shall, and shall cause the Surviving Corporation to pay all expenses, including reasonable attorneys’ fees, that may be reasonably incurred by the D&O Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 5.4. (d) Through the sixth (6th) anniversary of the Effective TimeEntity, Parent shall cause to be maintained in effect the current level and scope of directors’ and officers’ liability insurance coverage for all matters which is no less favorable to that provided under the Company’s and the Company Subsidiaries’ directors’ and officers’ liability insurance policy in effect as of the date of this Agreement (a copy of which will be delivered to Parentor Liberty Media); provided, however, that in no event such indemnification shall Parent be required pursuant provided only to this Section 5.4(d) to expend in the extent any one year an amount in excess of two hundred percent (200%) directors' and officers' liability insurance policy of the annual premium currently payable by the Company or its Subsidiaries does not provide coverage and actual payment thereunder with respect to such current policy, the matters that would otherwise be subject to indemnification hereunder (it being understood that if the annual premiums payable for such insurance coverage exceed such amount, Parent shall be obligated to obtain a policy with the greatest coverage available for a cost equal to such amount. In lieu of such annual coverage, Parent may Liberty Media or may cause the Surviving Corporation Entity shall, subject to purchase at the Effective Time a six (6) year tail insurance policy complying with the coverage requirements set forth in the preceding sentence. (e) The provisions of this Section 5.4 shall not7.11(b), however, apply to, and there shall be no indemnification by the Company or any Company Subsidiary for claims against the Payment Agent in its capacity as such. (f) This Section 5.4 shall survive the consummation of the Merger and the Effective Time, is intended to benefit and may be enforced by each of the D&O Indemnified Parties and his or her heirs and representatives, and shall be binding advance expenses on all successors and assigns of Parent and the Surviving Corporation. The provisions of this Section 5.4 are in addition to, and not in substitution for, any other rights to indemnification or contribution that any D&O Indemnified Party or his or her heirs or representatives may have by contract or otherwise.a

Indemnification of Directors and Officers; Insurance. (a) From Parent agrees that all rights to indemnification, advancement of expenses and after exculpation by the Effective Time, Parent shall cause the Surviving Corporation and its subsidiaries to fulfill and honor in all respects the obligations any member of the Company and Group now existing in favor of each Person who is now, or has been at any time prior to the Company Subsidiaries pursuant date hereof or who becomes prior to the Closing Date, an officer or director of any indemnification provisions under the Organizational Documents member of the Company Group, as provided in the certificate of incorporation or any by-laws of the relevant member of the Company Subsidiary Group, in each case as in effect on the date of this Agreement (the Persons entitled to be indemnified Agreement, or pursuant to such provisionsany other agreements in effect on the date of this Agreement and set forth on Schedule 6.13(a), will survive the Closing Date for a period of six years after the Closing Date and all other current will continue in full force and former directors and officers (including Board members, as applicable) of the Company and the Company Subsidiaries, being referred to collectively as the “D&O Indemnified Parties”). Parent shall cause the Surviving Corporation to honor effect in accordance with their terms all indemnification agreements entered into by the Company or any Company Subsidiary with any current or former Board member, officer or agent that are in effect prior to the execution of this Agreementrespective terms. (b) Without limiting In the provisions event of Section 5.4(a), during the period ending on the sixth (6th) anniversary of the Effective Time, Parent shall cause the Surviving Corporation to indemnify and hold harmless each D&O Indemnified Party against and from any costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminalcriminal or administrative, administrative or investigative, to the extent including any such claim, action, suit, proceeding or investigation arises out of or pertains to (i) in which any action or omission or alleged action or omission in such D&O Indemnified Party’s capacity as a Board member, officer or employee of the Company or of any Company Subsidiary (regardless of whether such action or omissionPerson who is now, or alleged action or omission, occurred prior to, at or after the Effective Time) or (ii) any agreement or document contemplated hereby or delivered in connection herewith or any of the transactions contemplated by this Agreement; provided that if, has been at any time prior to one month following the sixth (6th) anniversary of date hereof, or who becomes prior to the Effective Time, a director or officer of the Company or any D&O of its Subsidiaries (the “Company Indemnified Party delivers Parties”) is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to the fact that such Person is or was a director or officer of the Company or any of its Subsidiaries, or is or was serving at the request of the Company or any of its Subsidiaries as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, whether in any case asserted or arising before or after the Closing, Parent hereby agrees to, and to cause the Surviving Corporation a written notice asserting a and the Surviving Corporation’s successors or assigns to, cooperate and use their commercially reasonable efforts to defend against and respond thereto. From and after the Closing, Parent and the Surviving Corporation shall jointly and severally indemnify and hold harmless, to the fullest extent permitted by applicable Law, each Company Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, demand, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether asserted or arising before or after the Closing). Any Company Indemnified Party wishing to claim for indemnification under this Section 5.4(b) arising on or prior to the sixth (6th) anniversary of the Effective Time6.13, then the claim asserted in such notice shall survive the sixth (6th) anniversary of the Effective Time until such time as such claim is fully and finally resolved. In the event upon learning of any such claim, action, suit, proceeding or investigation, (i) shall notify Parent and the D&O Indemnified Parties may retain counsel with respect Surviving Corporation thereof; provided, however, that the failure to so notify shall not affect the obligations of Parent and the Surviving Corporation except to the defense thereof for any period after the Effective Time; provided extent that such counsel shall be reasonably satisfactory failure to notify materially prejudices such party. (c) At the Surviving Corporation, and (ii) after the Effective TimeClosing, Parent shall, or shall cause the Surviving Corporation to and its Subsidiaries to, obtain, maintain and fully pay for irrevocable “tail” insurance policies naming all Persons who were directors or officers of any member of the reasonable fees and expenses of such counsel, promptly after statements therefor are received (provided that in the event of a final non-appealable judicial determination that any D&O Indemnified Party is not entitled to indemnification hereunder, any amounts advanced on his or her behalf shall be remitted Company Group prior to the Surviving Corporation); provided that Closing as direct beneficiaries with a claims period of at least six years from the Surviving Corporation shall not be liable for any settlement effected without its express written consent, which consent shall not be unreasonably withheld. The D&O Indemnified Parties as a group may retain only one law firm Closing Date (in addition to local counsel) to represent them with respect to any single action unless counsel for any D&O Indemnified Party determines in good faith that, under applicable standards of professional conduct, a conflict exists such “tail insurance” or is reasonably likely to arise on any material issue between the positions of any two or more D&O Indemnified Parties. If the Surviving Corporation’s other “tail” insurance carrier shall designate insurance defense counsel to represent a D&O Indemnified Party at no out-of-pocket cost to such D&O Indemnified Party, in respect to any claim for which such D&O Indemnified Party is entitled to indemnity policies obtained pursuant to this Section 5.46.13(c), the “D&O Indemnified Party shall not unreasonably withhold its consent Tail”) from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to be so representeddirectors’ and officers’ liability insurance and related coverages that are under the same policy in an amount and scope at least as favorable as the Company’s existing policies with respect to matters existing or occurring at or prior to the Closing Date; provided provided, that such the cost of the annual premium for the D&O Indemnified Party Tail shall not be deemed required to have unreasonably withheld consent exceed an amount equal to 300% of the annual premiums currently paid by the Company Group for such insurance; provided, further, that, if representation of such D&O Indemnified Party by amount is insufficient for such counsel would be inappropriate due to actual or potential differing interests between the D&O Indemnified Party and any other party represented by such counsel in such proceeding based on ethical standards. If a D&O Indemnified Party unreasonably withholds its consentcoverage, Parent shall, or if the D&O Indemnified Party engages additional counsel (except for the reason set forth in the proviso in the preceding sentence), shall cause the Surviving Corporation and its Subsidiaries to, spend up to such amount to obtain “tail” insurance policies with the greatest coverage available at such cost. Parent shall have no obligation to pay or reimburse any of that D&O Indemnified Party’s separate or additional counsel fees and expenses. (c) Parent shallnot, and shall cause the Surviving Corporation to pay all expensesand its Subsidiaries not to, including reasonable attorneys’ feescancel or change such insurance policies in any adverse respect. For the avoidance of doubt, that may be reasonably incurred by the D&O Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 5.4costs of such insurance policies shall constitute Transaction Expenses. (d) Through In the sixth (6th) anniversary of the Effective Time, Parent shall cause to be maintained in effect the current level and scope of directors’ and officers’ liability insurance coverage for all matters which is no less favorable to event that provided under the Company’s and the Company Subsidiaries’ directors’ and officers’ liability insurance policy in effect as of the date of this Agreement (a copy of which will be delivered to Parent); provided, however, that in no event shall Parent be required pursuant to this Section 5.4(d) to expend in any one year an amount in excess of two hundred percent (200%) of the annual premium currently payable by the Company with respect to such current policy, it being understood that if the annual premiums payable for such insurance coverage exceed such amount, Parent shall be obligated to obtain a policy with the greatest coverage available for a cost equal to such amount. In lieu of such annual coverage, Parent may or may cause the Surviving Corporation or any of the Surviving Corporation’s successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to purchase at the Effective Time a six (6) year tail insurance policy complying with the coverage requirements set forth in the preceding sentence. (e) The provisions of this Section 5.4 shall notany Person, however, apply tothen, and there in each such case, to the extent necessary proper provision shall be no indemnification by made so that the Company or any Company Subsidiary for claims against the Payment Agent in its capacity as such. (f) This Section 5.4 shall survive the consummation of the Merger and the Effective Time, is intended to benefit and may be enforced by each of the D&O Indemnified Parties and his or her heirs and representatives, and shall be binding on all successors and assigns of Parent and the Surviving Corporation. The provisions of Corporation or its Subsidiaries, as the case may be, assume the obligations set forth in this Section 5.4 are in addition to, and not in substitution for, any other rights to indemnification or contribution that any D&O Indemnified Party or his or her heirs or representatives may have by contract or otherwise6.13.

Indemnification of Directors and Officers; Insurance. (a) From and For a period of six (6) years after the Effective Time, Parent unless otherwise required by applicable Legal Requirements, Acquiror shall cause the Organizational Documents of the Surviving Corporation to contain provisions no less favorable with respect to the exculpation from personal liability and its subsidiaries to fulfill indemnification of, and honor advancement of expenses to, directors, officers, employees and agents than are set forth in all respects the obligations of the Company and the Company Subsidiaries pursuant to any indemnification provisions under the Organizational Documents of the Company as in effect on the date hereof; provided, however, that if any claim or claims are asserted against any individual entitled to the protections of such provisions within such six (6)−year period, such provisions shall not be modified in a manner adverse to such individual until the final disposition of any such claims. Acquiror shall cause the Surviving Corporation to indemnify, and advance expenses to, each present and former director, officer, employee, agent or employee benefit plan fiduciary (a “Surviving Corporation Indemnified Person”) of the Company Subsidiary (including rights relating to advancement of expenses and indemnification rights to which such persons are entitled because they are serving as a director, officer, agent or employee of another entity at the request of the Company) in respect of actions, omissions or events through the Effective Time to the fullest extent provided in the Organizational Documents of the Company, any indemnification agreement set forth on Schedule 6.13(a) or under applicable Legal Requirements, in each case, as in effect on the date of this Agreement (the Persons entitled Agreement; provided, however, that any determination required to be indemnified pursuant made with respect to whether a Surviving Corporation Indemnified Person’s conduct complies with the standards set forth under the applicable Legal Requirements, the Organizational Documents of the Company, or any such provisions, and all other current and former directors and officers (including Board membersagreement, as applicable) of the Company and the Company Subsidiariescase may be, being referred to collectively as the “D&O Indemnified Parties”). Parent shall cause the be made by independent legal counsel jointly selected by such Surviving Corporation to honor in accordance with their terms all indemnification agreements entered into by the Company or any Company Subsidiary with any current or former Board member, officer or agent that are in effect prior to the execution of this Agreement. (b) Indemnified Person and Acquiror. Without limiting the provisions generality of the preceding sentence, if any Surviving Corporation Indemnified Person becomes involved in any actual or threatened action, suit, claim, proceeding or investigation covered by this Section 5.4(a), during the period ending on the sixth (6th6.13(a) anniversary of after the Effective Time, Parent Acquiror shall, or shall cause the Company to, to the fullest extent permitted by law, promptly advance to such Surviving Corporation to indemnify and hold harmless each D&O Indemnified Party against and from any costs and Person his or her legal or other expenses (including reasonable attorneys’ feesthe cost of any investigation and preparation incurred in connection therewith), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, subject to the extent providing by such claimSurviving Corporation Indemnified Person of an undertaking to reimburse all amounts so advanced in the event of a non−appealable determination of a court of competent jurisdiction that such Surviving Corporation Indemnified Person is not entitled thereto under the KGCC or other applicable Legal Requirements with respect to such proceeding. Notwithstanding anything to the contrary set forth in this Section 6.13(a), action, suit, proceeding or investigation arises out of or pertains to neither Acquiror nor the Surviving Corporation (i) shall be liable for any action settlement entered into by a Surviving Corporation Indemnified Person without Acquiror’s prior written consent (which consent shall not be unreasonably withheld or omission or alleged action or omission in such D&O Indemnified Party’s capacity as a Board memberdelayed), officer or employee of the Company or of any Company Subsidiary (regardless of whether such action or omission, or alleged action or omission, occurred prior to, at or after the Effective Time) or (ii) shall have any agreement or document contemplated hereby or delivered in connection herewith or obligation hereunder to any of the transactions contemplated by this Agreement; provided that if, at any time prior to one month following the sixth (6th) anniversary of the Effective Time, any D&O Surviving Corporation Indemnified Party delivers to Parent and Person to the extent that a court of competent jurisdiction shall determine 45 WA 4941984.13 WCSR 32390522v12 in a final and non−appealable order that such indemnification is prohibited by applicable Legal Requirements. Any Surviving Corporation a written notice asserting a Indemnified Person wishing to claim for indemnification under this Section 5.4(b) arising on or prior to the sixth (6th) anniversary of the Effective Time6.13(a), then the claim asserted in such notice shall survive the sixth (6th) anniversary of the Effective Time until such time as such claim is fully and finally resolved. In the event upon learning of any such claim, action, suit, proceeding or investigation, (i) the D&O Indemnified Parties may retain counsel with respect to the defense thereof for any period after the Effective Time; provided that such counsel shall be reasonably satisfactory to the Surviving Corporation, promptly notify Acquiror and (ii) after the Effective Time, Parent shall cause the Surviving Corporation to pay the reasonable fees and expenses of such counsel, promptly after statements therefor are received (provided that in claim and the event of a final non-appealable judicial determination that any D&O Indemnified Party is not entitled to indemnification hereunder, any amounts advanced on his or her behalf shall be remitted to the Surviving Corporation); provided that the Surviving Corporation shall not be liable for any settlement effected without its express written consent, which consent shall not be unreasonably withheld. The D&O Indemnified Parties as a group may retain only one law firm (in addition to local counsel) to represent them relevant facts and circumstances with respect to any single action unless counsel for any D&O Indemnified Party determines in good faith that, under applicable standards of professional conduct, a conflict exists or is reasonably likely to arise on any material issue between the positions of any two or more D&O Indemnified Parties. If the Surviving Corporation’s insurance carrier shall designate insurance defense counsel to represent a D&O Indemnified Party at no out-of-pocket cost to such D&O Indemnified Party, in respect to any claim for which such D&O Indemnified Party is entitled to indemnity pursuant to this Section 5.4, the D&O Indemnified Party shall not unreasonably withhold its consent to be so represented; provided that such D&O Indemnified Party shall not be deemed to have unreasonably withheld consent if representation of such D&O Indemnified Party by such counsel would be inappropriate due to actual or potential differing interests between the D&O Indemnified Party and any other party represented by such counsel in such proceeding based on ethical standards. If a D&O Indemnified Party unreasonably withholds its consent, or if the D&O Indemnified Party engages additional counsel (except for the reason set forth in the proviso in the preceding sentence), the Surviving Corporation shall have no obligation to pay or reimburse any of that D&O Indemnified Party’s separate or additional counsel fees and expenses. (c) Parent shall, and shall cause the Surviving Corporation to pay all expenses, including reasonable attorneys’ fees, that may be reasonably incurred by the D&O Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 5.4. (d) Through the sixth (6th) anniversary of the Effective Time, Parent shall cause to be maintained in effect the current level and scope of directors’ and officers’ liability insurance coverage for all matters which is no less favorable to that provided under the Company’s and the Company Subsidiaries’ directors’ and officers’ liability insurance policy in effect as of the date of this Agreement (a copy of which will be delivered to Parent)thereto; provided, however, that the failure to provide such notice shall not affect the obligations of Acquiror and the Surviving Corporation except to the extent such failure to notify materially prejudices their ability to defend such claim, action, suit, proceeding or investigation. (b) At the Effective Time, Acquiror shall, or shall cause the Surviving Corporation to, obtain, maintain and fully pay for irrevocable “tail” insurance policies naming the Company’s officers and directors as direct beneficiaries with a claims period of at least six (6) years from the Closing Date in no event shall Parent be required pursuant to this Section 5.4(d) to expend in any one year an amount and scope customary for companies similar in excess size and nature of two hundred percent (200%) of the annual premium currently payable by operations to the Company with respect to such current policy, it being understood that if matters existing or occurring at or prior to the annual premiums payable for such insurance coverage exceed such amount, Parent shall be obligated to obtain a policy with the greatest coverage available for a cost equal to such amount. In lieu of such annual coverage, Parent may or may cause the Surviving Corporation to purchase at the Effective Time a six (6) year tail insurance policy complying with the coverage requirements set forth in the preceding sentenceClosing Date. (ec) The provisions of this Section 5.4 shall not, however, apply to6.13 are intended to be for the benefit of, and there shall be no indemnification by the Company or any Company Subsidiary for claims against the Payment Agent in its capacity as such. (f) This Section 5.4 shall survive the consummation of the Merger and the Effective Timeenforceable by, is intended to benefit and may be enforced by each of the D&O Surviving Corporation Indemnified Parties and Person, his or her heirs and heirs, executors or similar representatives, and shall be binding on all successors and assigns of Parent Acquiror, the Company and the Surviving CorporationCorporation and shall not be amended in a manner that is materially adverse to the Surviving Corporation Indemnified Persons (including their successors, assigns and heirs) without the consent of the Surviving Corporation Indemnified Person (including the successors, assigns and heirs) affected thereby. The provisions This Section 6.13 shall survive the consummation of this Section 5.4 are in addition to, and not in substitution for, any other rights to indemnification or contribution that any D&O Indemnified Party or his or her heirs or representatives may have by contract or otherwisethe Merger at the Effective Time.

Indemnification of Directors and Officers; Insurance. (a) From Liberty, Merger Sub and the Company agree that all right to indemnification, exculpation, advancement of expenses and the like now existing in favor of any present or former director or officer of the Company and its subsidiaries (the "Indemnified Parties") as provided in the respective charters or bylaws of the Company and such subsidiaries or in an agreement between an Indemnified Party and the Company or one of its subsidiaries, are contract rights and shall survive the Merger. In addition, and without limiting the foregoing, from and after the Effective Time, Parent shall cause Liberty and the Surviving Corporation shall jointly and its subsidiaries to fulfill and honor in all respects the obligations of the Company and the Company Subsidiaries pursuant to any indemnification provisions under the Organizational Documents of the Company or any Company Subsidiary as in effect on the date of this Agreement (the Persons entitled to be indemnified pursuant to such provisionsseverally indemnify, and all other current and former directors and officers (including Board members, as applicable) of the Company and the Company Subsidiaries, being referred to collectively as the “D&O Indemnified Parties”). Parent shall cause the Surviving Corporation to honor in accordance with their terms all indemnification agreements entered into by the Company or any Company Subsidiary with any current or former Board member, officer or agent that are in effect prior to the execution of this Agreement. (b) Without limiting the provisions of Section 5.4(a), during the period ending on the sixth (6th) anniversary of the Effective Time, Parent shall cause the Surviving Corporation to indemnify defend and hold harmless each D&O of the Indemnified Party against Parties (and from any costs and expenses (including reasonable attorneys’ feesshall also, subject to Section 7.13(b), judgmentsadvance expenses as incurred, finesto the fullest extent permitted under the DGCL, provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), against all losses, costs, expenses, claims, damages, judgments or liabilities and amounts paid in settlement arising out of, or in connection with with, any claim, action, suit, proceeding or investigationinvestigation based in whole or in part on the fact that the Indemnified Party is or was an officer, director or employee of the Company or any of its subsidiaries, or is or was serving at the request of the Company as an officer, director or employee or agent of another Person, pertaining to any matter existing or occurring before or at the Effective Time and whether asserted or claimed before, at or after, the Effective Time (the "Indemnified Liabilities") (including all such Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement, the Merger or any other transactions contemplated hereby or thereby), in each case to the fullest extent permitted under the DGCL (notwithstanding the charter, bylaws or similar organizational documents of the Company, the Surviving Corporation, Parent or Liberty); provided, however, that such indemnification shall be provided only to the extent any directors' and officers' liability insurance policy of the Company or its subsidiaries does not provide coverage and actual payment thereunder with respect to the matters that would otherwise be subject to indemnification hereunder (it being understood that Liberty or the Surviving Corporation shall, subject to Section 7.13(b), advance expenses on a current basis as provided in this paragraph (a) notwithstanding such insurance coverage to the extent that payments thereunder have not yet been made, in which case Liberty or the Surviving Corporation, as the case may be, shall be entitled to repayment of such advances from the proceeds of such insurance coverage). Liberty and Merger Sub agree that all rights to indemnification, including provisions relating to advances of expenses incurred in defense of any action, suit or proceeding, whether civil, criminal, administrative or investigativeinvestigative (each, a "Claim"), existing in favor of the Indemnified Parties as provided in the Company Charter or the Company's bylaws or pursuant to other agreements, or certificates of incorporation or bylaws or similar documents of any of the extent Company's subsidiaries, as in effect as of the date hereof, with respect to matters occurring through the Effective Time, shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time; provided, however, that all rights to indemnification in respect of any Claim asserted, made or commenced within such claimperiod shall continue until the final disposition of such Claim. The Surviving Corporation shall, actionand Liberty shall cause the Surviving Corporation to, suitmaintain in effect for not less than three years after the Effective Time the current policies of directors' and officers' liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring prior to or at the Effective Time; provided, proceeding or investigation arises out of or pertains to however, that (i) any action the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous to the Indemnified Parties with an insurance company or omission or alleged action or omission in such D&O Indemnified Party’s capacity as a Board membercompanies, officer or employee the claims paying ability of which is substantially equivalent to the claims paying ability of the Company insurance company or companies providing currently such insurance coverage for directors and officers of any Company Subsidiary (regardless of whether such action or omissionthe Company, or alleged action or omission, occurred prior to, at or after the Effective Time) or and (ii) any agreement the Surviving Corporation shall not be required to pay an annual premium for such insurance in excess of 1.75 times the last annual premium paid prior to the date hereof, but in such case shall purchase as much coverage as possible for such amount. Anything contained herein to the contrary notwithstanding (but without limiting the obligations of Liberty and the Surviving Corporation to indemnify, defend and hold harmless the Indemnified Parties as set forth in this Section 7.13), as between Liberty and the Surviving Corporation, the Indemnified Liabilities and all costs and expenses incurred by Liberty or document contemplated hereby or delivered the Surviving Corporation in connection herewith with or arising from the Indemnified Liabilities, or in connection with or arising from any obligation to indemnify, defend and hold harmless any Indemnified Party, or to advance expenses or maintain insurance in connection therewith, shall be borne by the Surviving Corporation, and if any liability, loss, cost, damage, claim or expense (including any attorneys' fees and expenses) is paid or incurred by Liberty as a result of any Indemnified Liability or any obligation to indemnify, defend, hold harmless, advance expenses to or maintain insurance for any Indemnified Party, Liberty shall be entitled to reimbursement in full therefor by the Surviving Corporation and shall be subrogated to all rights of the Indemnified Parties vis-greater than-vis the Surviving Corporation with respect to such Indemnified Liabilities and obligations. (b) Subject to the rights conferred by the foregoing, the Company, Liberty and the Surviving Corporation, with respect to any Claim relating hereto or to the transactions contemplated by this Agreement; provided that if, at any time prior to one month following the sixth (6th) anniversary of Agreement commenced before the Effective Time, any D&O agree to cooperate and use their respective reasonable efforts vigorously to defend against and respond thereto. Any Indemnified Party delivers wishing to Parent and claim indemnification with respect to the Surviving Corporation such a written notice asserting a claim for indemnification Claim under paragraph (a) of this Section 5.4(b) arising on or prior to the sixth (6th) anniversary of the Effective Time7.13, then the claim asserted in such notice shall survive the sixth (6th) anniversary of the Effective Time until such time as such claim is fully and finally resolved. In the event upon learning of any such claim, action, suit, proceeding or investigationinvestigation (whether arising before, (i) the D&O Indemnified Parties may retain counsel with respect to the defense thereof for any period at or after the Effective Time; provided ), shall promptly notify Liberty thereof (but the failure so to notify shall not relieve the Company, Liberty or the Surviving Corporation from any liability that such counsel shall be reasonably satisfactory it may have under this Section 7.13 except to the Surviving Corporationextent such failure prejudices such party), whereupon Liberty shall have the right, from and (ii) after the Effective Time, Parent to assume from such Indemnified Party and control the defense thereof on behalf of such Indemnified Party, and upon such assumption, Liberty shall cause 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. Notwithstanding the foregoing, if there are issues that raise existing or potential conflicts of interest between Liberty or the Surviving Corporation and the Indemnified Parties, or among any of the Indemnified Parties, the Indemnified Parties or those of them so affected may retain separate counsel as appropriate to resolve any such conflict or conflicts and Liberty shall pay the or cause to be paid all reasonable fees and expenses of such counsel, promptly after statements therefor are received (provided that in the event of a final non-appealable judicial determination that any D&O Indemnified Party is not entitled to indemnification hereunder, any amounts advanced on his or her behalf shall be remitted to the Surviving Corporation); provided that . Neither Liberty nor the Surviving Corporation shall not be liable for any settlement effected without its express prior written consent, which consent consent, however, shall not be unreasonably withheld. The D&O Indemnified Parties as a group may retain only one law firm (in addition to local counsel) to represent them with respect to any single action unless counsel for any D&O Indemnified Party determines in good faith that, under applicable standards of professional conduct, a conflict exists or is reasonably likely to arise on any material issue between the positions of any two or more D&O Indemnified Parties. If the Surviving Corporation’s insurance carrier shall designate insurance defense counsel to represent a D&O Indemnified Party at no out-of-pocket cost to such D&O Indemnified Party, in respect to any claim for which such D&O Indemnified Party is entitled to indemnity pursuant to this Section 5.4, the D&O Indemnified Party shall not unreasonably withhold its consent to be so represented; provided that such D&O Indemnified Party shall not be deemed to have unreasonably withheld consent if representation of such D&O Indemnified Party by such counsel would be inappropriate due to actual or potential differing interests between the D&O Indemnified Party and any other party represented by such counsel in such proceeding based on ethical standards. If a D&O Indemnified Party unreasonably withholds its consent, or if the D&O Indemnified Party engages additional counsel (except for the reason set forth in the proviso in the preceding sentence), the Surviving Corporation shall have no obligation to pay or reimburse any of that D&O Indemnified Party’s separate or additional counsel fees and expenses. (c) Parent shall, and shall cause the Surviving Corporation to pay all expenses, including reasonable attorneys’ fees, that may be reasonably incurred by the D&O Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 5.4. (d) Through the sixth (6th) anniversary of the Effective Time, Parent shall cause to be maintained in effect the current level and scope of directors’ and officers’ liability insurance coverage for all matters which is no less favorable to that provided under the Company’s and the Company Subsidiaries’ directors’ and officers’ liability insurance policy in effect as of the date of this Agreement (a copy of which will be delivered to Parent); provided, however, that in no event shall Parent be required pursuant to this Section 5.4(d) to expend in any one year an amount in excess of two hundred percent (200%) of the annual premium currently payable by the Company with respect to such current policy, it being understood that if the annual premiums payable for such insurance coverage exceed such amount, Parent shall be obligated to obtain a policy with the greatest coverage available for a cost equal to such amount. In lieu of such annual coverage, Parent may or may cause the Surviving Corporation to purchase at the Effective Time a six (6) year tail insurance policy complying with the coverage requirements set forth in the preceding sentence. (e) The provisions of this Section 5.4 shall not, however, apply to, and there shall be no indemnification by the Company or any Company Subsidiary for claims against the Payment Agent in its capacity as such. (f) This Section 5.4 shall survive the consummation of the Merger and the Effective Time, is intended to benefit and may be enforced by each of the D&O Indemnified Parties and his or her heirs and representatives, and shall be binding on all successors and assigns of Parent and the Surviving Corporation. The provisions of this Section 5.4 are in addition to, and not in substitution for, any other rights to indemnification or contribution that any D&O Indemnified Party or his or her heirs or representatives may have by contract or otherwise.This

Indemnification of Directors and Officers; Insurance. (a) From Liberty, Merger Sub and the Company agree that all right to indemnification, exculpation, advancement of expenses and the like now existing in favor of any present or former director or officer of the Company and its subsidiaries (the "Indemnified Parties") as provided in the respective charters or bylaws of the Company and such subsidiaries or in an agreement between an Indemnified Party and the Company or one of its subsidiaries, are contract rights and shall survive the Merger. In addition, and without limiting the foregoing, from and after the Effective Time, Parent shall cause Liberty and the Surviving Corporation shall jointly and its subsidiaries to fulfill and honor in all respects the obligations of the Company and the Company Subsidiaries pursuant to any indemnification provisions under the Organizational Documents of the Company or any Company Subsidiary as in effect on the date of this Agreement (the Persons entitled to be indemnified pursuant to such provisionsseverally indemnify, and all other current and former directors and officers (including Board members, as applicable) of the Company and the Company Subsidiaries, being referred to collectively as the “D&O Indemnified Parties”). Parent shall cause the Surviving Corporation to honor in accordance with their terms all indemnification agreements entered into by the Company or any Company Subsidiary with any current or former Board member, officer or agent that are in effect prior to the execution of this Agreement. (b) Without limiting the provisions of Section 5.4(a), during the period ending on the sixth (6th) anniversary of the Effective Time, Parent shall cause the Surviving Corporation to indemnify defend and hold harmless each D&O of the Indemnified Party against Parties (and from any costs and expenses (including reasonable attorneys’ feesshall also, subject to Section 7.13(b), judgmentsadvance expenses as incurred, finesto the fullest extent permitted under the DGCL, provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), against all losses, costs, expenses, claims, damages, judgments or liabilities and amounts paid in settlement arising out of, or in connection with with, any claim, action, suit, proceeding or investigationinvestigation based in whole or in part on the fact that the Indemnified Party is or was an officer, director or employee of the Company or any of its subsidiaries, or is or was serving at the request of the Company as an officer, director or employee or agent of another Person, pertaining to any matter existing or occurring before or at the Effective Time and whether asserted or claimed before, at or after, the Effective Time (the "Indemnified Liabilities") (including all such Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement, the Merger or any other transactions contemplated hereby or thereby), in each case to the fullest extent permitted under the DGCL (notwithstanding the charter, bylaws or similar organizational documents of the Company, the Surviving Corporation, Parent or Liberty); provided, however, that such indemnification shall be provided only to the extent any directors' and officers' liability insurance policy of the Company or its subsidiaries does not provide coverage and actual payment thereunder with respect to the matters that would otherwise be subject to indemnification hereunder (it being understood that Liberty or the Surviving Corporation shall, subject to Section 7.13(b), advance expenses on a current basis as provided in this paragraph (a) notwithstanding such insurance coverage to the extent that payments thereunder have not yet been made, in which case Liberty or the Surviving Corporation, as the case may be, shall be entitled to repayment of such advances from the proceeds of such insurance coverage). Liberty and Merger Sub agree that all rights to indemnification, including provisions relating to advances of expenses incurred in defense of any action, suit or proceeding, whether civil, criminal, administrative or investigativeinvestigative (each, a "Claim"), existing in favor of the Indemnified Parties as provided in the Company Charter or the Company's bylaws or pursuant to other agreements, or certificates of incorporation or bylaws or similar documents of any of the extent Company's subsidiaries, as in effect as of the date hereof, with respect to matters occurring through the Effective Time, shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time; provided, however, that all rights to indemnification in respect of any Claim asserted, made or commenced within such claimperiod shall continue until the final disposition of such Claim. The Surviving Corporation shall, actionand Liberty shall cause the Surviving Corporation to, suitmaintain in effect for not less than three years after the Effective Time the current policies of directors' and officers' liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring prior to or at the Effective Time; provided, proceeding or investigation arises out of or pertains to however, that (i) any action the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous to the Indemnified Parties with an insurance company or omission or alleged action or omission in such D&O Indemnified Party’s capacity as a Board membercompanies, officer or employee the claims paying ability of which is substantially equivalent to the claims paying ability of the Company insurance company or companies providing currently such insurance coverage for directors and officers of any Company Subsidiary (regardless of whether such action or omissionthe Company, or alleged action or omission, occurred prior to, at or after the Effective Time) or and (ii) any agreement the Surviving Corporation shall not be required to pay an annual premium for such insurance in excess of 1.75 times the last annual premium paid prior to the date hereof, but in such case shall purchase as much coverage as possible for such amount. Anything contained herein to the contrary notwithstanding (but without limiting the obligations of Liberty and the Surviving Corporation to indemnify, defend and hold harmless the Indemnified Parties as set forth in this Section 7.13), as between Liberty and the Surviving Corporation, the Indemnified Liabilities and all costs and expenses incurred by Liberty or document contemplated hereby or delivered the Surviving Corporation in connection herewith with or arising from the Indemnified Liabilities, or in connection with or arising from any obligation to indemnify, defend and hold harmless any Indemnified Party, or to advance expenses or maintain insurance in connection therewith, shall be borne by the Surviving Corporation, and if any liability, loss, cost, damage, claim or expense (including any attorneys' fees and expenses) is paid or incurred by Liberty as a result of any Indemnified Liability or any obligation to indemnify, defend, hold harmless, advance expenses to or maintain insurance for any Indemnified Party, Liberty shall be entitled to reimbursement in full therefor by the Surviving Corporation and shall be subrogated to all rights of the Indemnified Parties vis-a-vis the Surviving Corporation with respect to such Indemnified Liabilities and obligations. (b) Subject to the rights conferred by the foregoing, the Company, Liberty and the Surviving Corporation, with respect to any Claim relating hereto or to the transactions contemplated by this Agreement; provided that if, at any time prior to one month following the sixth (6th) anniversary of Agreement commenced before the Effective Time, any D&O agree to cooperate and use their respective reasonable efforts vigorously to defend against and respond thereto. Any Indemnified Party delivers wishing to Parent and claim indemnification with respect to the Surviving Corporation such a written notice asserting a claim for indemnification Claim under paragraph (a) of this Section 5.4(b) arising on or prior to the sixth (6th) anniversary of the Effective Time7.13, then the claim asserted in such notice shall survive the sixth (6th) anniversary of the Effective Time until such time as such claim is fully and finally resolved. In the event upon learning of any such claim, action, suit, proceeding or investigationinvestigation (whether arising before, (i) the D&O Indemnified Parties may retain counsel with respect to the defense thereof for any period at or after the Effective Time; provided ), shall promptly notify Liberty thereof (but the failure so to notify shall not relieve the Company, Liberty or the Surviving Corporation from any liability that such counsel shall be reasonably satisfactory it may have under this Section 7.13 except to the Surviving Corporationextent such failure prejudices such party), whereupon Liberty shall have the right, from and (ii) after the Effective Time, Parent to assume from such Indemnified Party and control the defense thereof on behalf of such Indemnified Party, and upon such assumption, Liberty shall cause 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. Notwithstanding the foregoing, if there are issues that raise existing or potential conflicts of interest between Liberty or the Surviving Corporation and the Indemnified Parties, or among any of the Indemnified Parties, the Indemnified Parties or those of them so affected may retain separate counsel as appropriate to resolve any such conflict or conflicts and Liberty shall pay the or cause to be paid all reasonable fees and expenses of such counsel, promptly after statements therefor are received (provided that in the event of a final non-appealable judicial determination that any D&O Indemnified Party is not entitled to indemnification hereunder, any amounts advanced on his or her behalf shall be remitted to the Surviving Corporation); provided that . Neither Liberty nor the Surviving Corporation shall not be liable for any settlement effected without its express prior written consent, which consent consent, however, shall not be unreasonably withheld. The D&O Indemnified Parties as a group may retain only one law firm (in addition to local counsel) to represent them with respect to any single action unless counsel for any D&O Indemnified Party determines in good faith that, under applicable standards of professional conduct, a conflict exists or is reasonably likely to arise on any material issue between the positions of any two or more D&O Indemnified Parties. If the Surviving Corporation’s insurance carrier shall designate insurance defense counsel to represent a D&O Indemnified Party at no out-of-pocket cost to such D&O Indemnified Party, in respect to any claim for which such D&O Indemnified Party is entitled to indemnity pursuant to this Section 5.4, the D&O Indemnified Party shall not unreasonably withhold its consent to be so represented; provided that such D&O Indemnified Party shall not be deemed to have unreasonably withheld consent if representation of such D&O Indemnified Party by such counsel would be inappropriate due to actual or potential differing interests between the D&O Indemnified Party and any other party represented by such counsel in such proceeding based on ethical standards. If a D&O Indemnified Party unreasonably withholds its consent, or if the D&O Indemnified Party engages additional counsel (except for the reason set forth in the proviso in the preceding sentence), the Surviving Corporation shall have no obligation to pay or reimburse any of that D&O Indemnified Party’s separate or additional counsel fees and expenses. (c) Parent shall, and shall cause the Surviving Corporation to pay all expenses, including reasonable attorneys’ fees, that may be reasonably incurred by the D&O Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 5.4. (d) Through the sixth (6th) anniversary of the Effective Time, Parent shall cause to be maintained in effect the current level and scope of directors’ and officers’ liability insurance coverage for all matters which is no less favorable to that provided under the Company’s and the Company Subsidiaries’ directors’ and officers’ liability insurance policy in effect as of the date of this Agreement (a copy of which will be delivered to Parent); provided, however, that in no event shall Parent be required pursuant to this Section 5.4(d) to expend in any one year an amount in excess of two hundred percent (200%) of the annual premium currently payable by the Company with respect to such current policy, it being understood that if the annual premiums payable for such insurance coverage exceed such amount, Parent shall be obligated to obtain a policy with the greatest coverage available for a cost equal to such amount. In lieu of such annual coverage, Parent may or may cause the Surviving Corporation to purchase at the Effective Time a six (6) year tail insurance policy complying with the coverage requirements set forth in the preceding sentence. (e) The provisions of this Section 5.4 shall not, however, apply to, and there shall be no indemnification by the Company or any Company Subsidiary for claims against the Payment Agent in its capacity as such. (f) This Section 5.4 shall survive the consummation of the Merger and the Effective Time, is intended to benefit and may be enforced by each of the D&O Indemnified Parties and his or her heirs and representatives, and shall be binding on all successors and assigns of Parent and the Surviving Corporation. The provisions of this Section 5.4 are in addition to, and not in substitution for, any other rights to indemnification or contribution that any D&O Indemnified Party or his or her heirs or representatives may have by contract or otherwise.This

Indemnification of Directors and Officers; Insurance. (a) From and after the Effective Time, Parent shall cause Liberty and the Surviving Corporation Entity shall jointly and its subsidiaries to fulfill severally indemnify, defend and honor in all respects hold harmless the obligations present and former officers, directors and employees of the Company and any of its Subsidiaries, and any Person who is or was serving at the Company Subsidiaries pursuant to any indemnification provisions under the Organizational Documents request of the Company as an officer, director or any Company Subsidiary employee or agent of another Person (each, an "Indemnified Party" and together, the "Indemnified Parties") (and shall also, subject to Section 7.12(b), advance expenses as in effect on incurred to the date of this Agreement (fullest extent permitted under the Persons DGCL, provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to be indemnified pursuant to such provisions, and all other current and former directors and officers (including Board members, as applicable) of the Company and the Company Subsidiaries, being referred to collectively as the “D&O Indemnified Parties”). Parent shall cause the Surviving Corporation to honor in accordance with their terms all indemnification agreements entered into by the Company or any Company Subsidiary with any current or former Board member, officer or agent that are in effect prior to the execution of this Agreement. (b) Without limiting the provisions of Section 5.4(aindemnification), during the period ending on the sixth against (6thi) anniversary of the Effective Timeall losses, Parent shall cause the Surviving Corporation to indemnify and hold harmless each D&O Indemnified Party against and from any costs and expenses (including reasonable attorneys’ fees)costs, judgments, fines, lossesexpenses, claims, damages, judgments or liabilities and amounts paid in settlement arising out of, or in connection with with, any claim, action, suit, proceeding or investigationinvestigation based in whole or in part on the fact that the Indemnified Party is or was an officer, director or employee of the Company or any of its Subsidiaries, or is or was serving at the request of the Company as an officer, director or employee or agent of another Person, pertaining to any matter existing or occurring before or at the Effective Time and whether asserted or claimed before, at or after, the Effective Time (the "Indemnified Liabilities") and (ii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement, the Merger or any other transactions contemplated hereby or thereby, in each case to the fullest extent permitted under the DGCL (notwithstanding the Charter, Bylaws or similar organizational documents of the Company, the Surviving Entity, Parent or Liberty); provided, however, that such indemnification shall be provided only to the extent any directors' and officers' liability insurance policy of the Company or its Subsidiaries does not provide coverage and actual payment thereunder with respect to the matters that would otherwise be subject to indemnification hereunder (it being understood that Liberty or the Surviving Entity shall, subject to Section 7.12(b), advance expenses on a current basis as provided in this paragraph (a) notwithstanding such insurance coverage to the extent that payments thereunder have not yet been made, in which case Liberty or the Surviving Entity, as the case may be, shall be entitled to repayment of such advances from the proceeds of such insurance coverage). Liberty and Merger Sub agree that all rights to indemnification, including provisions relating to advances of expenses incurred in defense of any action, suit or proceeding, whether civil, criminal, administrative or investigativeinvestigative (each, a "Claim"), existing in favor of the Indemnified Parties as provided in the Company's Charter or Bylaws or pursuant to other agreements, or certificates of incorporation or bylaws or similar documents of any of the extent Company's Subsidiaries, as in effect as of the date hereof, with respect to matters occurring through the Effective Time, shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time; provided, however, that all rights to indemnification in respect of any Claim asserted, made or commenced within such claimperiod shall continue until the final disposition of such Claim. The Surviving Entity shall, actionand Liberty shall cause the Surviving Entity to, suitmaintain in effect for not less than three years after the Effective Time the current policies of directors' and officers' liability insurance maintained by the Company and the Company's Subsidiaries with respect to matters occurring prior to or at the Effective Time; provided, proceeding or investigation arises out of or pertains to however, that (i) any action the Surviving Entity may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous to the Indemnified Parties with an insurance company or omission or alleged action or omission in such D&O Indemnified Party’s capacity as a Board membercompanies, officer or employee the claims paying ability of which is substantially equivalent to the claims paying ability of the Company insurance company or companies providing currently such insurance coverage for directors and officers of any Company Subsidiary (regardless of whether such action or omissionthe Company, or alleged action or omission, occurred prior to, at or after the Effective Time) or and (ii) the Surviving Entity shall not be required to pay an annual premium for such insurance in excess of three times the last annual premium paid prior to the date hereof, but in such case shall purchase as much coverage as possible for such amount. (b) If any agreement Claim relating hereto or document contemplated hereby or delivered in connection herewith or any of to the transactions contemplated by this Agreement; provided that if, at any time prior to one month following the sixth (6th) anniversary of Agreement is commenced before the Effective Time, any D&O the Company, Liberty and the Surviving Entity hereto agree to cooperate and use their respective reasonable efforts to vigorously defend against and respond thereto. Any Indemnified Party delivers wishing to Parent and to the Surviving Corporation a written notice asserting a claim for indemnification under paragraph (a) of this Section 5.4(b) arising on or prior to the sixth (6th) anniversary of the Effective Time7.12, then the claim asserted in such notice shall survive the sixth (6th) anniversary of the Effective Time until such time as such claim is fully and finally resolved. In the event upon learning of any such claim, action, suit, proceeding or investigationinvestigation (whether arising before, (i) the D&O Indemnified Parties may retain counsel with respect to the defense thereof for any period at or after the Effective Time; provided that such counsel ), shall be reasonably satisfactory promptly notify Liberty thereof (but the failure so to notify shall not relieve the Company, Liberty or the Surviving Entity from any liability which it may have under this Section 7.12 except to the extent such failure materially prejudices such party), whereupon Liberty or the Surviving CorporationEntity shall have the right, from and (ii) after the Effective Time, Parent shall cause to assume from such Indemnified Party and control the defense thereof on behalf of such Indemnified Party, and upon such assumption, the Surviving Corporation Entity 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. Notwithstanding the foregoing, if counsel for the Indemnified Parties advises that there are issues which raise conflicts of interest between Liberty or the Surviving Entity and the Indemnified Parties, the Indemnified Parties may retain separate counsel and Liberty shall pay the or cause to be paid all reasonable fees and expenses of such counsel, promptly after statements therefor are received (provided that in the event of a final non-appealable judicial determination that any D&O Indemnified Party is not entitled to indemnification hereunder, any amounts advanced on his or her behalf shall be remitted to the Surviving Corporation); provided that the Surviving Corporation Liberty shall not be liable obligated pursuant to this Section 7.12(b) to pay or cause to be paid for any settlement effected without its express written consent, which consent shall not be unreasonably withheld. The D&O more than one firm or counsel to represent all Indemnified Parties as a group may retain only one law firm (in addition to local counsel) to represent them with respect to any single action jurisdiction unless counsel for any D&O Indemnified Party determines in good faith thatthere is, under applicable standards of professional conduct, a conflict exists or is reasonably likely to arise on any material significant issue between the positions of any two or more D&O Indemnified Parties. If Neither Liberty nor the Surviving Corporation’s insurance carrier Entity shall designate insurance defense counsel to represent a D&O Indemnified Party at no out-of-pocket cost to such D&O Indemnified Partybe liable for any settlement effected without its prior written consent, in respect to any claim for which such D&O Indemnified Party is entitled to indemnity pursuant to this Section 5.4consent, the D&O Indemnified Party shall not unreasonably withhold its consent to be so represented; provided that such D&O Indemnified Party however, shall not be deemed to have unreasonably withheld consent if representation of such D&O Indemnified Party by such counsel would be inappropriate due to actual or potential differing interests between the D&O Indemnified Party and any other party represented by such counsel in such proceeding based on ethical standards. If a D&O Indemnified Party unreasonably withholds its consent, or if the D&O Indemnified Party engages additional counsel (except for the reason set forth in the proviso in the preceding sentence), the Surviving Corporation shall have no obligation to pay or reimburse any of that D&O Indemnified Party’s separate or additional counsel fees and expenseswithheld. (c) Parent shall, and shall cause the Surviving Corporation to pay all expenses, including reasonable attorneys’ fees, that may be reasonably incurred by the D&O Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 5.4. (d) Through the sixth (6th) anniversary of the Effective Time, Parent shall cause to be maintained in effect the current level and scope of directors’ and officers’ liability insurance coverage for all matters which is no less favorable to that provided under the Company’s and the Company Subsidiaries’ directors’ and officers’ liability insurance policy in effect as of the date of this Agreement (a copy of which will be delivered to Parent); provided, however, that in no event shall Parent be required pursuant to this Section 5.4(d) to expend in any one year an amount in excess of two hundred percent (200%) of the annual premium currently payable by the Company with respect to such current policy, it being understood that if the annual premiums payable for such insurance coverage exceed such amount, Parent shall be obligated to obtain a policy with the greatest coverage available for a cost equal to such amount. In lieu of such annual coverage, Parent may or may cause the Surviving Corporation to purchase at the Effective Time a six (6) year tail insurance policy complying with the coverage requirements set forth in the preceding sentence. (e) The provisions of this Section 5.4 shall not, however, apply to, and there shall be no indemnification by the Company or any Company Subsidiary for claims against the Payment Agent in its capacity as such. (f) This Section 5.4 shall survive the consummation of the Merger and the Effective Time, 7.12 is intended to benefit and may be enforced by each of the D&O Indemnified Parties and shall be enforceable by each Indemnified Party, his or her heirs and representatives, representatives and shall be binding on all successors and assigns of Parent Liberty, Merger Sub and the Surviving Corporation. The provisions of this Section 5.4 are in addition to, and not in substitution for, any other rights to indemnification or contribution that any D&O Indemnified Party or his or her heirs or representatives may have by contract or otherwiseEntity.

Indemnification of Directors and Officers; Insurance. (a) From and after the Effective TimeTime through the sixth anniversary of the date on which the Effective Time occurs, each of Parent shall cause and the Surviving Corporation shall, jointly and its subsidiaries to fulfill and honor in all respects the obligations of the Company and the Company Subsidiaries pursuant to any indemnification provisions under the Organizational Documents of the Company or any Company Subsidiary as in effect on the date of this Agreement (the Persons entitled to be indemnified pursuant to such provisionsseverally, and all other current and former directors and officers (including Board members, as applicable) of the Company and the Company Subsidiaries, being referred to collectively as the “D&O Indemnified Parties”). Parent shall cause the Surviving Corporation to honor in accordance with their terms all indemnification agreements entered into by the Company or any Company Subsidiary with any current or former Board member, officer or agent that are in effect prior to the execution of this Agreement. (b) Without limiting the provisions of Section 5.4(a), during the period ending on the sixth (6th) anniversary of the Effective Time, Parent shall cause the Surviving Corporation to indemnify and hold harmless harmless, to the fullest extent permitted under applicable Law, each D&O Indemnified Party against and from person who was or is made a party or threatened to be made a party to or is involved in any costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding suit or investigationproceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was at any time prior to the extent such claimEffective Time, action, suit, proceeding a director or investigation arises out of or pertains to (i) any action or omission or alleged action or omission in such D&O Indemnified Party’s capacity as a Board member, officer or employee of the Company (the “Company Indemnified Parties”), against all expense, liability and loss (including reasonable attorneys’ fees, judgments, fines, ERISA excise taxes or of any penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Company Subsidiary (regardless of Indemnified Party in connection therewith, whether such action or omission, or alleged action or omission, occurred claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under its Charter Documents in effect on the Signing Date. The right to indemnification conferred in this Section 4.10(a) or (ii) any agreement or document contemplated hereby or delivered in connection herewith or any shall include the right to be paid from each of the transactions contemplated Parent and the Surviving Corporation the reasonable expenses incurred in defending any such action, suit or proceeding in advance of its final disposition, within thirty (30) days of receipt by this Agreementthe Parent or the Surviving Corporation from the Company Indemnified Party of a written claim therefore; provided provided, however, that if, at any time prior the Company Indemnified Party to one month following whom such expenses are advanced provides an undertaking to repay such advances if it is ultimately and finally determined by a court of competent jurisdiction that such Company Indemnified Party is not entitled to indemnification under applicable Law under the sixth organizational documents of the Final Surviving Entity. (6thb) anniversary For a period of six years after the Effective Time, any D&O Indemnified Party delivers to Parent and to the Surviving Corporation a written notice asserting a claim for indemnification under this Section 5.4(b) arising on or prior to the sixth (6th) anniversary limited liability company agreement of the Effective TimeFinal Surviving Entity shall contain, then and the claim asserted in such notice Parent shall survive cause the sixth (6th) anniversary limited liability company agreement of the Effective Time until such time as such claim is fully and finally resolved. In the event of any such claimFinal Surviving Entity to so contain, action, suit, proceeding or investigation, (i) the D&O Indemnified Parties may retain counsel provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers of the defense thereof for any Company and its Subsidiaries than are set forth in the Articles of Incorporation and By-laws of the Company on the date hereof. (c) For a period after the Effective Time; provided that such counsel shall be reasonably satisfactory to the Surviving Corporation, and (ii) of six years after the Effective Time, Parent shall cause the Surviving Corporation to pay the reasonable fees and expenses of such counsel, promptly after statements therefor are received (provided that in the event of a final non-appealable judicial determination that any D&O Indemnified Party is not entitled to indemnification hereunder, any amounts advanced on his or her behalf shall be remitted to the Surviving Corporation); provided that the Surviving Corporation shall not be liable for any settlement effected without its express written consent, which consent shall not be unreasonably withheld. The D&O Indemnified Parties as a group may retain only one law firm (in addition to local counsel) to represent them with respect to any single action unless counsel for any D&O Indemnified Party determines in good faith that, under applicable standards of professional conduct, a conflict exists or is reasonably likely to arise on any material issue between the positions of any two or more D&O Indemnified Parties. If the Surviving Corporation’s insurance carrier shall designate insurance defense counsel to represent a D&O Indemnified Party at no out-of-pocket cost to such D&O Indemnified Party, in respect to any claim for which such D&O Indemnified Party is entitled to indemnity pursuant to this Section 5.4, the D&O Indemnified Party shall not unreasonably withhold its consent to be so represented; provided that such D&O Indemnified Party shall not be deemed to have unreasonably withheld consent if representation of such D&O Indemnified Party by such counsel would be inappropriate due to actual or potential differing interests between the D&O Indemnified Party and any other party represented by such counsel in such proceeding based on ethical standards. If a D&O Indemnified Party unreasonably withholds its consentmaintain, or if the D&O Indemnified Party engages additional counsel (except for the reason set forth in the proviso in the preceding sentence), the Surviving Corporation shall have no obligation to pay or reimburse any of that D&O Indemnified Party’s separate or additional counsel fees and expenses. (c) Parent shall, and shall cause the Final Surviving Corporation Entity to pay all expensesmaintain, including reasonable attorneys’ fees, that may be reasonably incurred by the D&O Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 5.4. (d) Through the sixth (6th) anniversary of the Effective Time, Parent shall cause to be maintained in effect the current level and scope of directors’ and officers’ liability insurance coverage for all matters which is no less favorable to that provided under covering any Company Indemnified Parties who are currently covered by the Company’s and the Company Subsidiaries’ existing directors’ and officers’ liability insurance policy in effect as of the date of this Agreement (a copy of which will be delivered on terms no less advantageous to Parent)such persons than such existing insurance; provided, however, that in no event shall Parent or the Final Surviving Entity be required pursuant to this Section 5.4(d) to expend in any one year an amount the aggregate in excess of two hundred fifty percent (200250%) of the annual premium currently payable paid by the Company with respect to such current policy, it being understood that if the annual premiums payable for such insurance coverage coverage, and if such premium would at any time exceed two hundred fifty percent (250%) of such amount, then Parent or the Final Surviving Entity shall maintain insurance policies which provide the maximum and best coverage available at an annual premium equal to two hundred fifty percent (250%) of such amount; and provided, further, that this Section 4.10(c) shall be obligated deemed to obtain have been satisfied if a prepaid policy or policies (i.e., “tail coverage”) have been obtained by the Company which policy or policies provide such directors and officers with the greatest coverage available described in this Section 4.10(c) for a cost equal to such amount. In lieu an aggregate period of such annual coverage, Parent may or may cause the Surviving Corporation to purchase at the Effective Time a not less than six (6) year tail insurance policy complying years with respect to claims arising from facts or events that occurred on or before the coverage requirements set forth in the preceding sentenceClosing Date. (ed) The provisions of this Section 5.4 shall not4.10 are intended to be in addition to the rights otherwise available to the current officers and directors of the Company by law, howevercharter, apply tostatute, by-law or agreement, and there shall be no indemnification by operate for the Company or any Company Subsidiary for claims against the Payment Agent in its capacity as such. (f) This Section 5.4 shall survive the consummation of the Merger and the Effective Time, is intended to benefit and may be enforced by each of the D&O Indemnified Parties and his or her heirs and representativesof, and shall be binding on all successors enforceable by, each of the Company Indemnified Parties, their heirs and assigns of Parent and the Surviving Corporation. The provisions of this Section 5.4 are in addition to, and not in substitution for, any other rights to indemnification or contribution that any D&O Indemnified Party or his or her heirs or representatives may have by contract or otherwisetheir representatives.

Indemnification of Directors and Officers; Insurance. (a) The indemnification provisions contained in the Certificate of Incorporation and Bylaws of the Company, the Articles of Association and Bylaws of SW Bank, the Articles of Incorporation and Bylaws of Fairview and the organizational documents of Xxxxxxxx shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directors or officers of FBHC or any of its Subsidiaries in respect of actions or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), unless such modification is required by Applicable Law. (b) From and after the Effective Time, Parent shall cause the Surviving Corporation and its subsidiaries to fulfill and honor in all respects the obligations of the Company and the Company Subsidiaries pursuant to any indemnification provisions under the Organizational Documents of the Company or any Company Subsidiary as in effect on the date of this Agreement (the Persons entitled to be indemnified pursuant to such provisionsshall indemnify, and all other current and former directors and officers (including Board members, as applicable) of the Company and the Company Subsidiaries, being referred to collectively as the “D&O Indemnified Parties”). Parent shall cause the Surviving Corporation to honor in accordance with their terms all indemnification agreements entered into by the Company or any Company Subsidiary with any current or former Board member, officer or agent that are in effect prior to the execution of this Agreement. (b) Without limiting the provisions of Section 5.4(a), during the period ending on the sixth (6th) anniversary of the Effective Time, Parent shall cause the Surviving Corporation to indemnify defend and hold harmless each D&O the present and former directors, officers, employees and agents of FBHC and its Subsidiaries (collectively, the "Indemnified Party Parties") against and from any costs and expenses (including reasonable attorneys’ fees)all losses, judgments, fines, lossesexpenses, claims, damages, liabilities and or amounts (including all amounts paid in settlement with the approval of the Company, which approval shall not unreasonably be withheld) in connection with with, any claim, action, suit, proceeding or investigationinvestigation (a "Claim"), whether civilbased in whole or in part on the fact that such person is or was a director, criminalofficer, administrative employee or investigative, agent of FBHC or any of its Subsidiaries and arising out of actions or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), in each case to the fullest extent such claim, action, suit, proceeding or investigation arises out of or pertains to permitted under applicable law (i) any action or omission or alleged action or omission and shall pay reasonable expenses in such D&O Indemnified Party’s capacity as a Board member, officer or employee advance of the Company or final disposition of any Company Subsidiary (regardless of whether such action or omissionproceeding to each Indemnified Party to the fullest extent permitted under applicable law, or alleged action or omissionupon receipt from the Indemnified Party to whom expenses are advanced an undertaking to repay such advances, occurred prior toif any, at contemplated by Applicable Law). (c) Without limiting the foregoing, in the event any Claim is brought against any Indemnified Party (whether arising before or after the Effective Time) or (ii) any agreement or document contemplated hereby or delivered in connection herewith or any of the transactions contemplated by this Agreement; provided that if, at any time prior to one month following the sixth (6th) anniversary of the Effective Time, any D&O Indemnified Party delivers to Parent and to the Surviving Corporation a written notice asserting a claim for indemnification under this Section 5.4(b) arising on or prior to the sixth (6th) anniversary of the Effective Time, then the claim asserted in such notice shall survive the sixth (6th) anniversary of after the Effective Time until such time as such claim is fully and finally resolved. In the event of any such claim, action, suit, proceeding or investigation, (i) the D&O Indemnified Parties may retain FBHC's regularly engaged independent legal counsel, or other independent legal counsel with respect satisfactory to the defense thereof for any period after the Effective Time; them provided that such other counsel shall be reasonably satisfactory acceptable to the Surviving CorporationCompany, and (ii) after the Effective Time, Parent Company shall cause the Surviving Corporation to pay the all reasonable fees and expenses of such counsel, counsel for the Indemnified Parties promptly after as statements therefor are received and (provided that iii) the Company will use its reasonable efforts to assist in the event vigorous defense of a final non-appealable judicial determination that any D&O Indemnified Party is not entitled to indemnification hereundersuch matter, any amounts advanced on his or her behalf shall be remitted to the Surviving Corporation); provided that the Surviving Corporation Company shall not be liable for any settlement of any Claim effected without its express written consent, which consent shall not be unreasonably withheld. Any Indemnified Party wishing to claim indemnification under this Section 5.23, upon learning of any such Claim, shall notify the Company (although the failure so to notify the Company shall not relieve the Company from any liability which the Company may have under this Section 5.23 except to the extent such failure prejudices the Company or SW Bank), and shall deliver to the Surviving Corporation the undertaking to repay such advances, if any, contemplated by Applicable Law. The D&O Indemnified Parties as a group may retain only one law firm (in addition to local counsel) to represent them with respect to any single action each such matter unless counsel for any D&O Indemnified Party determines in good faith thatthere is, under applicable standards of professional conductconduct (as determined by counsel to the Indemnified Parties), a conflict exists or is reasonably likely to arise on any material significant issue between the positions of any two or more D&O Indemnified Parties. If the Surviving Corporation’s insurance carrier shall designate insurance defense counsel to represent a D&O Indemnified Party at no out-of-pocket cost to such D&O Indemnified Party, in respect to any claim for which event, such D&O Indemnified Party is entitled to indemnity pursuant to this Section 5.4, the D&O Indemnified Party shall not unreasonably withhold its consent to be so represented; provided that such D&O Indemnified Party shall not be deemed to have unreasonably withheld consent if representation of such D&O Indemnified Party by such counsel would be inappropriate due to actual or potential differing interests between the D&O Indemnified Party and any other party represented by such counsel in such proceeding based on ethical standards. If a D&O Indemnified Party unreasonably withholds its consent, or if the D&O Indemnified Party engages additional counsel (except for the reason set forth in the proviso in the preceding sentence), the Surviving Corporation shall have no obligation to pay or reimburse any of that D&O Indemnified Party’s separate or additional counsel fees and expenses. (c) Parent shall, and shall cause the Surviving Corporation to pay all expenses, including reasonable attorneys’ fees, that as may be reasonably incurred required may be retained by the D&O Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 5.4Parties. (d) Through the sixth (6th) anniversary of After the Effective Time, Parent shall the Company shall, at its election, either cause to be maintained in effect the current level and scope of FBHC's existing prepaid directors’ ' and officers’ ' liability insurance policy, until its expiration date, or convert such policy into "tail" coverage for all matters which is no less favorable to that provided under the Company’s through such expiration date with terms and the Company Subsidiaries’ directors’ and officers’ liability insurance policy in effect as of the date of this Agreement (a copy of which will be delivered to Parent); provided, however, that in no event shall Parent be required pursuant to this Section 5.4(d) to expend in any one year an amount in excess of two hundred percent (200%) of the annual premium currently payable by the Company with respect conditions substantially similar to such current insurance policy, it being understood that if the annual premiums payable for such insurance coverage exceed such amount, Parent shall be obligated to obtain a policy with the greatest coverage available for a cost equal to such amount. In lieu of such annual coverage, Parent may but only covering claims arising from facts or may cause the Surviving Corporation to purchase at events which occurred before the Effective Time a six (6) year tail insurance policy complying with including the coverage requirements set forth in transactions which are the preceding sentencesubject of this Agreement). (e) The provisions of this Section 5.4 shall not, however, apply to, and there shall be no indemnification by the Company or any Company Subsidiary for claims against the Payment Agent in its capacity as such. (f) This Section 5.4 shall survive the consummation of the Merger and the Effective Time, 5.23 is intended to be for the benefit of, and may shall be enforced by each of enforceable by, the D&O Indemnified Parties and his or her Parties, their heirs and representatives, personal representatives and shall be binding on all successors and assigns of Parent the Company and the Surviving Corporation. The provisions of this Section 5.4 are in addition to, Corporation and not in substitution for, any other rights to indemnification or contribution that any D&O Indemnified Party or his or her heirs or representatives may have by contract or otherwisetheir representative successors and assigns.

Indemnification of Directors and Officers; Insurance. (a) From The Purchaser agrees that all rights to indemnification, advancement of expenses and after exculpation now existing in favor of each Person who, as of the Effective TimeClosing Date, Parent is a current or former manager, officer, or member of the Board of Managers as described in Section 7 of the Operating Agreement (collectively, the “Covered Persons”) pursuant to the applicable Organizational Documents of the Company in effect on the date hereof and any individual indemnity agreements in existence on the date hereof and set forth on Section 6.4(a) of the Company Disclosure Schedule (the “Indemnification Agreements”) shall survive the Closing and shall continue in full force and effect in accordance with their terms for a period of six (6) years from the Closing Date. Following the Closing, neither the Purchaser nor the Company shall amend, repeal or otherwise modify such arrangements in any manner that would adversely affect the rights of the Covered Persons thereunder for a period of six (6) years from the Closing Date. (b) For a period of six (6) years from the Closing Date, the Purchaser shall cause the Surviving Corporation and its subsidiaries Company to fulfill and honor in honor, to the fullest extent permitted by applicable Law, all respects of the obligations of the Company and to indemnify (including any obligations to advance funds for expenses) the Covered Persons to the extent that such obligations of the Company Subsidiaries exist on the Closing Date pursuant to the applicable Organizational Documents of the Company in effect on the date hereof or the Indemnification Agreements; provided that such indemnification rights shall not apply to any indemnification Covered Person with respect to any Liability for which such Covered Person is obligated to indemnify the Purchaser under Article VII of this Agreement. (c) In the event that the Purchaser, the Company or any of their respective successors or assigns after the applicable Closing Date (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or a substantial portion of its properties and assets to any Person, then, and in each such case, the Purchaser shall use commercially reasonable efforts to cause the successors and assigns of the Purchaser, the Company or of their respective successors or assigns to assume the obligations of the Purchaser and/or the Company or their respective successors or assigns as contemplated by this Section 6.4. (d) The provisions of this Section 6.4 shall survive the consummation of the Closing and expressly are intended to benefit each of the Covered Persons. Notwithstanding anything to the contrary, it is agreed that the rights of a Covered Person under this Section 6.4 shall be in addition to, and not a limitation of, any other rights such Covered Person may have under the Organizational Documents of the Company or any Company Subsidiary as in effect on the date of this Agreement (hereof or the Persons entitled to be indemnified pursuant to such provisionsIndemnification Agreements, and all other current and former directors and officers (including Board members, as applicable) of the Company and the Company Subsidiaries, being referred to collectively as the “D&O Indemnified Parties”). Parent shall cause the Surviving Corporation to honor in accordance with their terms all indemnification agreements entered into by the Company or any Company Subsidiary with any current or former Board member, officer or agent that are in effect prior to the execution of this Agreement. (b) Without limiting the provisions of Section 5.4(a), during the period ending on the sixth (6th) anniversary of the Effective Time, Parent shall cause the Surviving Corporation to indemnify and hold harmless each D&O Indemnified Party against and from any costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to (i) any action or omission or alleged action or omission in such D&O Indemnified Party’s capacity as a Board member, officer or employee of the Company or of any Company Subsidiary (regardless of whether such action or omission, or alleged action or omission, occurred prior to, at or after the Effective Time) or (ii) any agreement or document contemplated hereby or delivered in connection herewith or any of the transactions contemplated by this Agreement; provided that if, at any time prior to one month following the sixth (6th) anniversary of the Effective Time, any D&O Indemnified Party delivers to Parent and to the Surviving Corporation a written notice asserting a claim for indemnification under this Section 5.4(b) arising on or prior to the sixth (6th) anniversary of the Effective Time, then the claim asserted in such notice shall survive the sixth (6th) anniversary of the Effective Time until such time as such claim is fully and finally resolved. In the event of any such claim, action, suit, proceeding or investigation, (i) the D&O Indemnified Parties may retain counsel with respect to the defense thereof for any period after the Effective Time; provided that such counsel shall be reasonably satisfactory to the Surviving Corporation, and (ii) after the Effective Time, Parent shall cause the Surviving Corporation to pay the reasonable fees and expenses of such counsel, promptly after statements therefor are received (provided that in the event of a final non-appealable judicial determination that any D&O Indemnified Party is not entitled to indemnification hereunder, any amounts advanced on his or her behalf shall be remitted to the Surviving Corporation); provided that the Surviving Corporation shall not be liable for any settlement effected without its express written consent, which consent shall not be unreasonably withheld. The D&O Indemnified Parties as a group may retain only one law firm (in addition to local counsel) to represent them with respect to any single action unless counsel for any D&O Indemnified Party determines in good faith that, under applicable standards of professional conduct, a conflict exists or is reasonably likely to arise on any material issue between the positions of any two or more D&O Indemnified Parties. If the Surviving Corporation’s insurance carrier shall designate insurance defense counsel to represent a D&O Indemnified Party at no out-of-pocket cost to such D&O Indemnified Party, in respect to any claim for which such D&O Indemnified Party is entitled to indemnity pursuant to this Section 5.4, the D&O Indemnified Party shall not unreasonably withhold its consent to be so represented; provided that such D&O Indemnified Party shall not be deemed to have unreasonably withheld consent if representation of such D&O Indemnified Party by such counsel would be inappropriate due to actual or potential differing interests between the D&O Indemnified Party and any other party represented by such counsel in such proceeding based on ethical standards. If a D&O Indemnified Party unreasonably withholds its consent, or if the D&O Indemnified Party engages additional counsel (except for the reason set forth in the proviso in the preceding sentence), the Surviving Corporation shall have no obligation to pay or reimburse any of that D&O Indemnified Party’s separate or additional counsel fees and expenses. (c) Parent shall, and shall cause the Surviving Corporation to pay all expenses, including reasonable attorneys’ fees, that may be reasonably incurred by the D&O Indemnified Parties in enforcing the indemnity and other obligations provided for nothing in this Section 5.46.4 shall have the effect of, or be construed as having the effect of, reducing the benefits to the Covered Persons under such arrangements. (d) Through the sixth (6th) anniversary of the Effective Time, Parent shall cause to be maintained in effect the current level and scope of directors’ and officers’ liability insurance coverage for all matters which is no less favorable to that provided under the Company’s and the Company Subsidiaries’ directors’ and officers’ liability insurance policy in effect as of the date of this Agreement (a copy of which will be delivered to Parent); provided, however, that in no event shall Parent be required pursuant to this Section 5.4(d) to expend in any one year an amount in excess of two hundred percent (200%) of the annual premium currently payable by the Company with respect to such current policy, it being understood that if the annual premiums payable for such insurance coverage exceed such amount, Parent shall be obligated to obtain a policy with the greatest coverage available for a cost equal to such amount. In lieu of such annual coverage, Parent may or may cause the Surviving Corporation to purchase at the Effective Time a six (6) year tail insurance policy complying with the coverage requirements set forth in the preceding sentence. (e) The provisions of this Section 5.4 shall not, however, apply to, and there shall be no indemnification by the Company or any Company Subsidiary for claims against the Payment Agent in its capacity as such. (f) This Section 5.4 shall survive the consummation of the Merger and the Effective Time, is intended to benefit and may be enforced by each of the D&O Indemnified Parties and his or her heirs and representatives, and shall be binding on all successors and assigns of Parent and the Surviving Corporation. The provisions of this Section 5.4 are in addition to, and not in substitution for, any other rights to indemnification or contribution that any D&O Indemnified Party or his or her heirs or representatives may have by contract or otherwise.

Indemnification of Directors and Officers; Insurance. (a) From and after the Effective Time, Parent the Surviving Corporation shall, and shall cause the Surviving Corporation and its subsidiaries to Company Subsidiaries to, fulfill and honor in all respects the obligations of the Company and the Company Subsidiaries pursuant to any indemnification provisions under the Organizational Documents of the Company or any Company Subsidiary as in effect on the date of this Agreement (the Persons entitled to be indemnified pursuant to such provisions, and all other current and former directors and officers (including Board members, as applicable) of the Company and the Company Subsidiaries, being referred to collectively as the “D&O Indemnified Parties”) with regards to any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any proceeding, whether civil, criminal, administrative or investigative, arising out of or related to such Person’s service as a director or officer of the Company or any Company Subsidiaries or services performed by such Persons at the request of the Company or the Company Subsidiaries, including the transactions contemplated by this Agreement, in each case at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time. Parent The Parents shall, and shall cause the Surviving Corporation to to, honor in accordance with their terms all indemnification agreements entered into by the Company or any Company Subsidiary with any current or former Board member, officer or agent that are in effect prior to the execution of this Agreement. (b) Without limiting the provisions of Section 5.4(a), during the period ending on the sixth (6th) anniversary of the Effective Time, Parent the Parents shall, and shall cause the Surviving Corporation to to, indemnify and hold harmless each D&O Indemnified Party to the fullest extent provided in the Organizational Documents of the Company as in effect on the date of this Agreement, any indemnification agreement set forth on Part 5.4(b) of the Disclosure Schedules or under applicable laws, in each case, as in effect on the date of this Agreement, against and from any costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to (i) any action or omission or alleged action or omission in such D&O Indemnified Party’s capacity as a Board member, officer or employee of the Company or of any Company Subsidiary (regardless of whether such action or omission, or alleged action or omission, occurred prior to, at or after to the Effective Time) Time or (ii) any agreement or document contemplated hereby or delivered in connection herewith or any of the transactions contemplated by this Agreement; provided that if, at any time prior to one month following the sixth (6th) anniversary of the Effective Time, any D&O Indemnified Party delivers to Parent the Parents and to the Surviving Corporation a written notice asserting a claim for indemnification under this Section 5.4(b) arising on or prior to the sixth (6th) anniversary of the Effective Time, then the claim asserted in such notice shall survive the sixth (6th) anniversary of the Effective Time until such time as such claim is fully and finally resolved. In the event of any such claim, action, suit, proceeding or investigation, (i) the D&O Indemnified Parties may retain counsel (which counsel shall be retained collectively, in the absence of a conflict of interest) with respect to the defense thereof for any period after the Effective Time; provided that such counsel shall be reasonably satisfactory to the Surviving Corporation, and (ii) after the Effective Time, Parent the Parents shall, and shall cause the Surviving Corporation to to, pay the reasonable fees and expenses of such counsel, promptly after statements therefor are received (provided that in the event of a final non-appealable judicial determination that any D&O Indemnified Party is not entitled to indemnification hereunder, any amounts advanced on his or her behalf shall be remitted to the Surviving CorporationCorporation (and shall provide an appropriate undertaking in connection therewith)); provided that neither the Parents nor the Surviving Corporation shall not be liable for any settlement effected without its express written consent, which consent shall not be unreasonably withheld. The D&O Indemnified Parties as a group may retain only one law firm (in addition to local counsel) to represent them with respect to any single action unless counsel for any D&O Indemnified Party determines in good faith that, under applicable standards of professional conduct, a conflict exists or is reasonably likely to arise on any material issue between the positions of any two or more D&O Indemnified Parties. If the Surviving Corporation’s insurance carrier shall designate insurance defense counsel to represent a D&O Indemnified Party at no out-of-pocket cost to such D&O Indemnified Party, in respect to any claim for which such D&O Indemnified Party is entitled to indemnity pursuant to this Section 5.4, the D&O Indemnified Party shall not unreasonably withhold its consent to be so represented; provided that such D&O Indemnified Party shall not be deemed to have unreasonably withheld consent if representation of such D&O Indemnified Party by such counsel would be inappropriate due to actual or potential differing interests between the D&O Indemnified Party and any other party represented by such counsel in such proceeding based on ethical standards. If a D&O Indemnified Party unreasonably withholds its consent, or if the D&O Indemnified Party engages additional counsel (except for the reason set forth in the proviso in the preceding sentence), the Surviving Corporation shall have no obligation to pay or reimburse any of that D&O Indemnified Party’s separate or additional counsel fees and expenses. (c) Parent The Parents shall, and shall cause the Surviving Corporation to to, pay all expenses, including reasonable attorneys’ fees, that may be reasonably incurred by the D&O Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 5.4. (d) Through The Parents shall or shall cause the sixth (6th) anniversary of Surviving Corporation to purchase at the Effective Time, Parent shall cause to be maintained in effect Time a six (6) year tail insurance policy providing the current level and scope of directors’ and officers’ liability insurance coverage for all matters which is no less favorable to that provided under the Company’s and the Company Subsidiaries’ directors’ and officers’ liability insurance policy in effect as of the date of this Agreement (a copy of which will be delivered to Parentthe Parents); providedprovided that, however, that in no event such tail policy (i) shall Parent be required pursuant to this Section 5.4(d) to expend in any one year an amount not have aggregate premiums in excess of two hundred percent (200%the amount set forth in Part 5.4(d) of the annual premium currently payable by Disclosure Schedule, and (ii) shall be effective for a period from the Company Effective Date through and including the date six years after the Closing Date with respect to such current policyclaims arising from facts or events that existed or occurred prior to or on the Effective Date; provided further, it being understood that that, if equivalent coverage cannot be obtained or can be obtained only by paying aggregate premiums in excess of the annual premiums payable for such insurance coverage exceed such amountamount set forth in Part 5.4(d) of the Disclosure Schedule, Parent the Parents shall only be obligated required to obtain a policy with the greatest coverage available for a cost equal to such amount. In lieu of such annual coverage, Parent may or may cause (and the Surviving Corporation shall only be required to purchase at maintain) as much coverage as can be obtained by paying aggregate premiums equal to the Effective Time a six (6) year tail insurance policy complying with the coverage requirements amount set forth in Part 5.4(d) of the preceding sentenceDisclosure Schedule. (e) The provisions of this Section 5.4 shall not, however, apply to, and there shall be no indemnification by the Company or of any Company Subsidiary for claims against the Payment Agent in its capacity as such. (f) This Section 5.4 shall survive the consummation of the Merger and the Effective Time, is intended to benefit and may be enforced by each of the D&O Indemnified Parties and his or her heirs and representatives, and shall be binding on all successors and assigns of Parent the Parents and the Surviving Corporation. The provisions of this Section 5.4 are in addition to, and not in substitution for, any other rights to indemnification or contribution that any D&O Indemnified Party or his or her heirs or representatives may have by contract or otherwise.

Indemnification of Directors and Officers; Insurance. (a) The indemnification provisions contained in the Certificate of Incorporation and Bylaws of the Company, the Articles of Association and Bylaws of SW Bank and the Articles of Association and Bylaws of Bay City shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directors or officers of Citizens or any of its Subsidiaries in respect of actions or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), unless such modification is required by Applicable Law. (b) From and after the Effective Time, Parent shall cause the Surviving Corporation and its subsidiaries to fulfill and honor in all respects the obligations of the Company and the Company Subsidiaries pursuant to any indemnification provisions under the Organizational Documents of the Company or any Company Subsidiary as in effect on the date of this Agreement (the Persons entitled to be indemnified pursuant to such provisionsshall indemnify, and all other current and former directors and officers (including Board members, as applicable) of the Company and the Company Subsidiaries, being referred to collectively as the “D&O Indemnified Parties”). Parent shall cause the Surviving Corporation to honor in accordance with their terms all indemnification agreements entered into by the Company or any Company Subsidiary with any current or former Board member, officer or agent that are in effect prior to the execution of this Agreement. (b) Without limiting the provisions of Section 5.4(a), during the period ending on the sixth (6th) anniversary of the Effective Time, Parent shall cause the Surviving Corporation to indemnify defend and hold harmless each D&O the present and former directors, officers, employees and agents of Citizens and its Subsidiaries (collectively, the "Indemnified Party Parties") against and from any costs and expenses (including reasonable attorneys’ fees)all losses, judgments, fines, lossesexpenses, claims, damages, liabilities and or amounts (including all amounts paid in settlement with the approval of the Company, which approval shall not unreasonably be withheld) in connection with with, any claim, action, suit, proceeding or investigationinvestigation (a "Claim"), whether civilbased in whole or in part on the fact that such person is or was a director, criminalofficer, administrative employee or investigative, agent of Citizens or any of its Subsidiaries and arising out of actions or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), in each case to the fullest extent such claimpermitted under applicable law and whether or not asserted before the Effective Time. (c) Without limiting the foregoing, action, suit, proceeding or investigation arises out of or pertains to in the event any Claim is brought against any Indemnified Party (i) any action or omission or alleged action or omission in such D&O Indemnified Party’s capacity as a Board member, officer or employee of the Company or of any Company Subsidiary (regardless of whether such action or omission, or alleged action or omission, occurred prior to, at arising before or after the Effective Time) or (ii) any agreement or document contemplated hereby or delivered in connection herewith or any of the transactions contemplated by this Agreement; provided that if, at any time prior to one month following the sixth (6th) anniversary of the Effective Time, any D&O Indemnified Party delivers to Parent and to the Surviving Corporation a written notice asserting a claim for indemnification under this Section 5.4(b) arising on or prior to the sixth (6th) anniversary of the Effective Time, then the claim asserted in such notice shall survive the sixth (6th) anniversary of after the Effective Time until such time as such claim is fully and finally resolved. In the event of any such claim, action, suit, proceeding or investigation, (i) the D&O Indemnified Parties may retain Citizens' regularly engaged independent legal counsel, or other independent legal counsel with respect satisfactory to the defense thereof for any period after the Effective Time; them provided that such other counsel shall be reasonably satisfactory acceptable to the Surviving CorporationCompany, and (ii) after the Effective Time, Parent Company shall cause the Surviving Corporation to pay the all reasonable fees and expenses of such counsel, counsel for the Indemnified Parties promptly after as statements therefor are received and (provided that iii) the Company will use its best efforts to assist in the event vigorous defense of a final non-appealable judicial determination that any D&O Indemnified Party is not entitled to indemnification hereundersuch matter, any amounts advanced on his or her behalf shall be remitted to the Surviving Corporation); provided that the Surviving Corporation Company shall not be liable for any settlement of any Claim effected without its express written consent, which consent shall not be unreasonably withheld. Any Indemnified Party wishing to claim indemnification under this Section 5.22, upon learning of any such Claim, shall notify the Company (although the failure so to notify the Company shall not relieve the Company from any liability which the Company may have under this Section 5.22 except to the extent such failure prejudices the Company or SW Bank), and shall deliver to the Surviving Corporation an undertaking to repay all expenses paid by the Company if such indemnification is not permitted under Applicable Law. The D&O Indemnified Parties as a group may retain only one law firm (in addition to local counsel) to represent them with respect to any single action each such matter unless counsel for any D&O Indemnified Party determines in good faith thatthere is, under applicable standards of professional conductconduct (as determined by counsel to the Indemnified Parties), a conflict exists or is reasonably likely to arise on any material significant issue between the positions of any two or more D&O Indemnified Parties. If the Surviving Corporation’s insurance carrier shall designate insurance defense counsel to represent a D&O Indemnified Party at no out-of-pocket cost to such D&O Indemnified Party, in respect to any claim for which event, such D&O Indemnified Party is entitled to indemnity pursuant to this Section 5.4, the D&O Indemnified Party shall not unreasonably withhold its consent to be so represented; provided that such D&O Indemnified Party shall not be deemed to have unreasonably withheld consent if representation of such D&O Indemnified Party by such counsel would be inappropriate due to actual or potential differing interests between the D&O Indemnified Party and any other party represented by such counsel in such proceeding based on ethical standards. If a D&O Indemnified Party unreasonably withholds its consent, or if the D&O Indemnified Party engages additional counsel (except for the reason set forth in the proviso in the preceding sentence), the Surviving Corporation shall have no obligation to pay or reimburse any of that D&O Indemnified Party’s separate or additional counsel fees and expenses. (c) Parent shall, and shall cause the Surviving Corporation to pay all expenses, including reasonable attorneys’ fees, that as may be reasonably incurred required may be retained by the D&O Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 5.4Parties. (d) Through the sixth (6th) anniversary For a period of four years and six months after the Effective Time, Parent the Company shall cause to be maintained in effect the current level and scope of a "tail" directors’ ' and officers’ liability insurance coverage for all matters which is no less favorable to that provided under the Company’s and the Company Subsidiaries’ directors’ and officers’ ' liability insurance policy in effect as of the date of this Agreement (a copy of which will be delivered with terms and conditions substantially similar to Parent); provided, however, that in no event shall Parent be required pursuant to this Section 5.4(d) to expend in any one year an amount in excess of two hundred percent (200%) of the annual premium currently payable by the Company with respect to such Citizens' current insurance policy, it being understood that if the annual premiums payable for such insurance coverage exceed such amount, Parent shall be obligated to obtain a policy with the greatest coverage available for a cost equal to such amount. In lieu of such annual coverage, Parent may but only covering claims arising from facts or may cause the Surviving Corporation to purchase at events which occurred before the Effective Time a six (6) year tail insurance policy complying with including the coverage requirements set forth in transactions which are the preceding sentence. (e) The provisions subject of this Section 5.4 shall not, however, apply to, and there shall be no indemnification by the Company or any Company Subsidiary for claims against the Payment Agent in its capacity as suchAgreement). (f) This Section 5.4 shall survive the consummation of the Merger and the Effective Time, is intended to benefit and may be enforced by each of the D&O Indemnified Parties and his or her heirs and representatives, and shall be binding on all successors and assigns of Parent and the Surviving Corporation. The provisions of this Section 5.4 are in addition to, and not in substitution for, any other rights to indemnification or contribution that any D&O Indemnified Party or his or her heirs or representatives may have by contract or otherwise.