Common use of Indemnification of Officers and Directors Clause in Contracts

Indemnification of Officers and Directors. Packaging and Tenneco shall, to the fullest extent permitted by law, indemnify, defend and save harmless the persons who were officers and directors of Tenneco Inc., immediately prior to the Distribution Date, from and against any and all liability (including any judgments, losses, damages, civil penalties, excise taxes, interest and any other form of liability or expense of any kind) or claim of liability (as defined above and including any investigatory action) to which they may be subjected by reason of any act alleged to have been done or omitted to be done in connection with their service as officers and directors of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense shall be selected by the indemnified officer or director. Defense costs shall be indemnified as incurred in the course of the defense or investigation. The remedies provided by this Section 8.01 shall be cumulative and without prejudice to the assertion of any other rights. To the extent that an officer or director receives payment under any liability insurance or other indemnification arrangement with respect to a matter covered by this Section 8.01, that officer or director shall reimburse the party which has made payments to him or her hereunder, but no reimbursement shall be required except to the extent that the total which he or she has received from all sources is greater than the aggregate amount of his or her liability and expense with respect to that matter. The liability of Tenneco and Packaging with respect to the indemnification provided in this Section 8.01 shall be joint and several as to the officer or director in question, but as between Tenneco and Packaging, such liability shall be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force, or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain in effect for a period of seven years and provide coverage for acts prior to the distribution by directors and officers. Notwithstanding the provisions of Section 9.12 hereof, the officers and directors covered by this Section 8.01 shall be and shall be deemed to be beneficiaries of this Article VIII and shall be entitled to enforce their rights hereunder through legal action or otherwise.

Indemnification of Officers and Directors. Packaging (a) The Buyers and Tenneco shallthe Parent Buyer agree that all rights to indemnification, to the fullest extent permitted by law, indemnify, defend advancement of expenses and save harmless the persons who were officers and directors of Tenneco Inc., immediately exculpation from liabilities for acts or omissions occurring at or prior to the Distribution Closing existing in favor of the current or former directors or officers of the members of the Company Group or the Business Employees as provided in the respective certificates of formation, operating agreements or bylaws (or comparable organizational documents) and/or any indemnification agreements or other similar agreements of the members of the Company Group, in each case as in effect on the date of this Agreement (but which, for the avoidance of doubt, shall apply to any Persons who become directors or officers of the Company Group or the Business Employees prior to the Closing), shall survive the Closing and shall continue in full force and effect in accordance with their terms, it being agreed that after the Closing such rights shall be mandatory rather than permissive, if applicable (to the extent such rights to indemnification are available under Applicable Law), and the Buyers and the Parent Buyer shall cause the applicable members of the Company Group to perform the obligations thereunder. (b) In the event that any member of the Company Group or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving limited liability company or other entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its assets to any Person, then, and in each such case, the Buyers and the Parent Buyer shall cause proper provision to be made so that the successors and assigns of such member of the Company Group assume the obligations set forth in this Section 5.18. (c) For a period of six years from and after the Closing Date, the Buyers and the Parent Buyer shall either cause to be maintained in effect the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company Group or provide substitute policies for the Company Group and their respective current and former directors and officers and the Business Employees who are covered by the directors’ and officers’ and fiduciary liability insurance policies currently maintained by the Company Group and the Business Employees (or, in the case of the Business Employees, the Employer Entity or any of its applicable Affiliates) in either case, of not less than the existing coverage and having other terms not less favorable to the insured persons than the directors’ and officers’ liability insurance and fiduciary liability insurance coverage currently maintained by or for the benefit of the Company Group with respect to claims arising from facts or events that occurred on or before the Closing (with insurance carriers having at least an “A” rating by A.M. Best with respect to directors’ and against any officers’ liability insurance and all fiduciary liability (including any judgmentsinsurance), losses, damages, civil penalties, excise taxes, interest and any other form of liability or expense except that in no event shall the Buyers be required to pay with respect to such insurance policies in respect of any kind) or claim one policy year more than 300% of liability (as defined above and including any investigatory action) to which they may be subjected by reason of any act alleged to have been done or omitted to be done in connection with their service as officers and directors of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense shall be selected the aggregate annual premium most recently paid by the indemnified officer or director. Defense costs shall be indemnified as incurred Company Group (or, in the course case of the defense Business Employees, the Employer Entity or investigation. The remedies provided any of its applicable Affiliates) prior to the date of this Agreement (the “Maximum Amount”), and if the Buyers are unable to obtain the insurance required by this Section 8.01 5.18(c) it shall be cumulative and without prejudice obtain as much comparable insurance as possible for each year within such six-year period for an annual premium equal to the assertion Maximum Amount. In lieu of any other rights. To such insurance, the extent that an officer or director receives payment under any Buyers may, at their option (in consultation with the Sellers) and at the Buyers’ expense, purchase prepaid “tail” insurance, effective as of the Closing, for the Company Group and their current and former directors and officers and the Business Employees who are covered by the policies of directors’ and officers’ liability insurance and fiduciary liability insurance currently maintained by the Company Group (or, in the case of the Business Employees, the Employer Entity or other indemnification arrangement with respect to a matter covered by any of its applicable Affiliates) as of the date of this Section 8.01, that officer or director shall reimburse the party which has made payments to him or her hereunder, but no reimbursement shall be required except to the extent that the total which he or she has received from all sources is greater than the aggregate amount of his or her liability and expense with respect to that matter. The liability of Tenneco and Packaging with respect to the indemnification provided in this Section 8.01 shall be joint and several as to the officer or director in question, but as between Tenneco and Packaging, such liability shall be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force, or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain in effect Agreement for a period of seven six years and from the Closing, such tail insurance to provide coverage for acts prior in an amount not less than the existing coverage and to have other terms not less favorable to the distribution by directors insured persons than the directors’ and officers’ liability insurance and fiduciary liability insurance policies currently maintained by the Company Group (or, in the case of the Business Employees, the Employer Entity or any of its applicable Affiliates), with respect to claims arising from facts or events that occurred on or before the Closing; provided that in no event shall the annualized cost of any such tail insurance exceed the Maximum Amount. Notwithstanding The Buyers and the Parent Buyer shall maintain such policies in full force and effect, and continue to honor the obligations thereunder. (d) The provisions of Section 9.12 hereof, the officers and directors covered by this Section 8.01 5.18: (i) shall be and shall be deemed survive the Closing, (ii) are intended to be beneficiaries of this Article VIII for the benefit of, and shall will be entitled enforceable by, each indemnified or insured party, his or her heirs and his or her representatives, and (iii) are in addition to, and not in substitution for, any other rights to enforce their rights hereunder through legal action indemnification or contribution that any such Person may have by contract or otherwise.

Indemnification of Officers and Directors. Packaging (a) CFC covenants and Tenneco shallagrees that it will cause each person who is an officer or director of FSFC or FFA (an "Indemnitee") on the Closing Date to be indemnified for any costs and expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") arising out of such person's service as an officer or director of FSFC or FFA to the fullest extent permitted by to which such Indemnitee is entitled under the Articles of Incorporation and Bylaws of CFC in effect on the date hereof (except that this provision shall not be construed so as to cause CFC to violate applicable law). Without limiting the foregoing obligation, indemnifyCFC agrees that all limitations of liability existing in favor of an Indemnitee in the Certificate of Incorporation and Bylaws of FSFC as in effect on the date hereof, defend and save harmless the persons who were officers and directors arising out of Tenneco Inc., immediately matters existing or occurring at or prior to the Distribution DateEffective Time shall survive the Mergers and shall continue in full force. CFC, from and against any and all liability (including any judgmentsupon request of such Indemnitee, losses, damages, civil penalties, excise taxes, interest and any other form of liability or expense of any kind) or claim of liability (as defined above and including any investigatory action) to which they may be subjected by reason of any act alleged to have been done or omitted to be done shall advance expenses in connection with their service as officers such indemnification. The provisions of this Section X shall survive the closing and directors of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense shall be selected enforceable directly by the indemnified each officer or director. Defense costs shall be indemnified as incurred in the course and director of the defense or investigation. The remedies provided FSFC benefited by this Section 8.01 X. (b) Any Indemnitee wishing to claim indemnification under this Section X, upon learning of such claims or liabilities, shall promptly notify CFC thereof; provided, that the failure so to notify shall not affect the obligations of CFC hereunder unless such failure materially increases CFC's liability hereunder. In the event of any litigation giving rise to a claim hereunder, (i) CFC shall have the right to assume the defense thereof, if it so elects, and CFC shall pay all reasonable fees and expenses of counsel for the Indemnitees promptly as statements therefor are received; provided, however, that CFC shall be cumulative and without prejudice obligated pursuant to this Section to pay for only one firm of counsel for all Indemnitees in any jurisdiction for any single action, suit or proceeding or any group of actions, suits or proceedings arising out of or related to a common body of facts, (ii) the assertion Indemnitees shall cooperate in the defense of any other rights. To such matter, (iii) CFC shall not be liable for any settlement effected without its prior written consent and (iv) CFC shall have no obligation hereunder in the extent that an officer event a federal banking agency or director receives payment under any liability insurance or other indemnification arrangement with respect to a matter covered by this Section 8.01court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that officer or director shall reimburse indemnification of an Indemnitee in the party which has made payments to him or her hereunder, but no reimbursement shall be required except to the extent that the total which he or she has received from all sources manner contemplated hereby is greater than the aggregate amount of his or her liability and expense with respect to that matter. The liability of Tenneco and Packaging with respect to the indemnification provided in this Section 8.01 shall be joint and several as to the officer or director in question, but as between Tenneco and Packaging, such liability shall be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force, or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain in effect for a period of seven years and provide coverage for acts prior to the distribution prohibited by directors and officers. Notwithstanding the provisions of Section 9.12 hereof, the officers and directors covered by this Section 8.01 shall be and shall be deemed to be beneficiaries of this Article VIII and shall be entitled to enforce their rights hereunder through legal action or otherwiseapplicable law.

Indemnification of Officers and Directors. Packaging (a) Phoenix and Tenneco shallMerger Sub agree that all rights to indemnification, to the fullest extent permitted by lawexculpation or advancement of expenses now existing in favor of, indemnify, defend and save harmless the persons who were officers and directors of Tenneco Inc., immediately prior to the Distribution Date, from and against any and all limitations on the personal liability (including any judgmentsof each present and former director, lossesofficer, damagesemployee, civil penaltiesfiduciary, excise taxesor agent of the Company and its Subsidiaries provided for in the respective organizational documents in effect as of the date hereof, interest and any other form of liability or expense of any kind) or claim of liability (as defined above and including any investigatory action) to which they may be subjected by reason of any act alleged to have been done or omitted shall continue to be done honored and in connection with their service as officers full force and directors of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense shall be selected by the indemnified officer or director. Defense costs shall be indemnified as incurred in the course of the defense or investigation. The remedies provided by this Section 8.01 shall be cumulative and without prejudice to the assertion of any other rights. To the extent that an officer or director receives payment under any liability insurance or other indemnification arrangement with respect to a matter covered by this Section 8.01, that officer or director shall reimburse the party which has made payments to him or her hereunder, but no reimbursement shall be required except to the extent that the total which he or she has received from all sources is greater than the aggregate amount of his or her liability and expense with respect to that matter. The liability of Tenneco and Packaging with respect to the indemnification provided in this Section 8.01 shall be joint and several as to the officer or director in question, but as between Tenneco and Packaging, such liability shall be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force, or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain in effect for a period of seven six (6) years after the Effective Time; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. The certificate of incorporation of the Surviving Corporation will contain provisions with respect to indemnification, exculpation from liability and provide coverage for acts advancement of expenses that are at least as favorable as those currently in the Company Charter and Company Bylaws and during such six (6) year period following the Effective Time, Phoenix shall not and shall cause the Surviving Corporation not to amend, repeal or otherwise modify such provisions in any manner that would materially and adversely affect the rights thereunder of individuals who at any time prior to the distribution Effective Time was a director, officer, employee, fiduciary, or agent of any of the Company or its Subsidiaries in respect of actions or omissions occurring at or prior to the Effective Time, unless such modification is required by directors applicable Laws. From and after the Effective Time, Phoenix and the Surviving Corporation also agree, jointly and severally, to indemnify and hold harmless the present and former officers, directors, employees, fiduciaries and agents of the Company and its Subsidiaries in respect of acts or omissions occurring prior to the Effective Time to the extent (i) provided in any written indemnification agreements listed in Section 5.5(a) of the Company Disclosure Schedule between any of the Company, its Subsidiaries and such individuals or (ii) required by the Company Charter or the Company Bylaws, in each case as in effect immediately prior to the Effective Time. (b) Phoenix shall purchase a six-year “tail” policy under Phoenix’s existing directors’ and officers. Notwithstanding ’ liability insurance policy, with an effective date as of the Closing. (c) The provisions of Section 9.12 hereof, the officers and directors covered by this Section 8.01 shall 5.5 are intended to be for the benefit of, and shall be deemed enforceable by, each of the Persons indemnified hereby, and his or her heirs and Representatives, and may not be amended, altered or repealed without the written consent of any such Person affected by such amendment, alteration or repeal. The provisions in this Section 5.5 are intended to be beneficiaries in addition to the rights otherwise available to the current directors, officers, employees, fiduciaries and/or agents of this Article VIII the Company by Laws, charters, bylaws or agreements. (d) If Phoenix or the Surviving Corporation or any of the successors or assigns of Phoenix or the Surviving Corporation (i) consolidates with or merges into any other Person and shall not be entitled 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 enforce their rights hereunder through legal action any Person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Phoenix or otherwisethe Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 5.5.

Indemnification of Officers and Directors. Packaging (a) FSI and Tenneco shallthe Merger Subs agree that all rights to indemnification, to the fullest extent permitted by lawexculpation or advancement of expenses now existing in favor of, indemnify, defend and save harmless the persons who were officers and directors of Tenneco Inc., immediately prior to the Distribution Date, from and against any and all limitations on the personal liability (including any judgmentsof each present and former director, lossesofficer, damagesemployee, civil penaltiesfiduciary, excise taxesor agent of FSI or the Company provided for in the respective organizational documents in effect as of the date hereof, interest and any other form of liability or expense of any kind) or claim of liability (as defined above and including any investigatory action) to which they may be subjected by reason of any act alleged to have been done or omitted shall continue to be done honored and in connection with their service as officers full force and directors of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense shall be selected by the indemnified officer or director. Defense costs shall be indemnified as incurred in the course of the defense or investigation. The remedies provided by this Section 8.01 shall be cumulative and without prejudice to the assertion of any other rights. To the extent that an officer or director receives payment under any liability insurance or other indemnification arrangement with respect to a matter covered by this Section 8.01, that officer or director shall reimburse the party which has made payments to him or her hereunder, but no reimbursement shall be required except to the extent that the total which he or she has received from all sources is greater than the aggregate amount of his or her liability and expense with respect to that matter. The liability of Tenneco and Packaging with respect to the indemnification provided in this Section 8.01 shall be joint and several as to the officer or director in question, but as between Tenneco and Packaging, such liability shall be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force, or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain in effect for a period of seven six (6) years after the Effective Time; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. The certificate of incorporation of the Final Surviving Entity will contain provisions with respect to indemnification, exculpation from liability and provide coverage for acts advancement of expenses that are at least as favorable as those currently in the Company Organizational Documents and, during such six (6) year period following the Effective Time, FSI shall not and shall cause the Final Surviving Entity not to amend, repeal or otherwise modify such provisions in any manner that would materially and adversely affect the rights thereunder of individuals who at any time prior to the distribution Effective Time was a director, officer, employee, fiduciary, or agent of the Company in respect of actions or omissions occurring at or prior to the Effective Time, unless such modification is required by directors applicable Laws. From and after the Effective Time, FSI and the Final Surviving Entity also agree, jointly and severally, to indemnify and hold harmless the present and former officers. Notwithstanding , directors, employees, fiduciaries and agents of the Company in respect of acts or omissions occurring prior to the Effective Time to the extent (i) provided in any written indemnification agreements listed in Section 5.5(a) of the Company Disclosure Schedule between the Company and such individuals or (ii) required by the Company Organizational Documents, in each case as in effect immediately prior to the Effective Time. (b) The provisions of Section 9.12 hereof, the officers and directors covered by this Section 8.01 shall 5.5 are intended to be for the benefit of, and shall be deemed enforceable by, each of the Persons indemnified hereby, and his or her heirs and Representatives, and may not be amended, altered or repealed without the written consent of any such Person affected by such amendment, alteration or repeal. The provisions in this Section 5.5 are intended to be beneficiaries in addition to the rights otherwise available to the current directors, officers, employees, fiduciaries and/or agents of this Article VIII the Company by Laws, charters, bylaws or agreements. (c) If FSI or the Final Surviving Entity or any of the successors or assigns of FSI or the Final Surviving Entity (i) consolidates with or merges into any other Person and shall not be entitled 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 enforce their rights hereunder through legal action any Person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of FSI or otherwisethe Final Surviving Entity, as the case may be, shall assume the obligations set forth in this Section 5.5.

Indemnification of Officers and Directors. Packaging (a) For six (6) years after the Effective Time, the Surviving Company or Merger LLC shall (and Tenneco shall, Parent shall cause the Surviving Company or Merger LLC to) maintain officers’ and directors’ liability insurance in respect of acts or omissions occurring at or prior to the fullest extent permitted Effective Time covering each such person currently covered by lawthe Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.5(a), none of Parent, Merger LLC or the Surviving Company shall be obligated to pay annual premiums in excess of 300% of the amount per policy period the Company paid in its last full fiscal year prior to the date of this Agreement (the “Current Premium”) and if such premiums for such insurance would at any time exceed 300% of the Current Premium, then the Surviving Company or Merger LLC shall cause to be maintained policies of insurance that, in the Surviving Company’s or Merger LLC’s, as the case may be, good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from acts or omissions that occurred at or before the Effective Time, including in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Current Premium. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Company or Merger LLC shall (and Parent shall cause the Surviving Company or Merger LLC to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder. (b) From and after the Effective Time, the Surviving Company or Merger LLC shall (and Parent shall cause the Surviving Company or Merger LLC to): (i) indemnify, defend and save hold harmless each individual who at the persons who were officers and directors of Tenneco Inc.Effective Time is, immediately or at any time prior to the Distribution DateEffective Time was, a director or officer of the Company or of a Subsidiary of the Company (each, an “Indemnified Party”) from and against any and all liability costs, expenses (including any judgmentsfees and expenses of legal counsel, losses, damages, civil penalties, excise taxes, interest and any other form of liability or expense of any kind) or claim of liability (as defined above and including any investigatory action) to which they may be subjected by reason of any act alleged to have been done or omitted to be done in connection with their service as officers and directors of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense shall be selected by the indemnified officer or director. Defense costs shall be indemnified advanced as incurred in the course of the defense or investigation. The remedies they are incurred, provided by this Section 8.01 shall be cumulative and without prejudice to the assertion of any other rights. To the extent that an officer or director receives payment under any liability insurance or other indemnification arrangement with respect to a matter covered by this Section 8.01, that officer or director shall reimburse the party which has made payments to him or her hereunder, but no reimbursement shall be required except to the extent that the total which he or she has received from all sources Indemnified Party shall have made an undertaking to repay such expenses if it is greater than the aggregate amount of his or her liability and expense with respect ultimately determined that such Indemnified Party was not entitled to that matter. The liability of Tenneco and Packaging with respect to the indemnification provided in this Section 8.01 shall be joint and several as to the officer or director in question, but as between Tenneco and Packaging, such liability shall be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force, or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain in effect for a period of seven years and provide coverage for acts prior to the distribution by directors and officers. Notwithstanding the provisions of Section 9.12 hereof, the officers and directors covered by this Section 8.01 shall be and shall be deemed to be beneficiaries of this Article VIII and shall be entitled to enforce their rights hereunder through legal action or otherwise.Section

Indemnification of Officers and Directors. Packaging (a) From and Tenneco shallafter the Effective Time until the tenth anniversary of the Effective Time (the "Indemnification Period"), Paging Partners shall indemnify and hold harmless each current and former director and officer of BAP and each current and former director and officer of Paging Partners (each, an "Indemnitee") against any costs or expenses (including attorneys' fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by lawthat BAP or Paging Partners, indemnifyas applicable, defend would have been permitted, under Delaware law and save harmless its Certificate of Incorporation and By-laws in effect as of the date hereof, to indemnify such persons who were officers (including the advancing of expenses as incurred (including the cost of any investigation and directors of Tenneco Inc., immediately prior preparation incurred in connection therewith) to the Distribution Datefullest extent permitted under Delaware law), from provided that the Indemnitee to whom such expenses are advanced provides an undertaking to Paging Partners to repay such advance if it is ultimately determined that such person is not entitled to indemnification under Delaware law; provided, further, that any 79 of 122 determination required to be made with respect to whether an Indemnitee's conduct complies with the standards set forth under Delaware law and against the Certificate of Incorporation and Bylaws of BAP or Paging Partners, as applicable, shall be made by independent counsel selected by Paging Partners (without participation by the Indemnitee and related parties) and reasonably satisfactory to such Indemnitee ("Independent Counsel"). If any claim or claims are asserted or made within the Indemnification Period, all rights to indemnification hereunder in respect of any such claim shall continue until disposition of any and all liability such claims, irrespective of whether such disposition occurs within the Indemnification Period. (including any judgments, losses, damages, civil penalties, excise taxes, interest and any other form of liability or expense b) An Indemnitee shall give prompt written notice to Paging Partners upon learning of any kind) claim, action, suit or claim of liability (as defined above and including any investigatory action) to proceeding for which they indemnification properly may be subjected by reason of sought hereunder (although the failure so to notify Paging Partners shall not relieve Paging Partners from any act alleged to liability that Paging Partners may have been done or omitted to be done in connection with their service as officers and directors of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense shall be selected by the indemnified officer or director. Defense costs shall be indemnified as incurred in the course of the defense or investigation. The remedies provided by under this Section 8.01 shall be cumulative and without prejudice to the assertion of any other rights. To the extent that an officer or director receives payment under any liability insurance or other indemnification arrangement with respect to a matter covered by this Section 8.014.16, that officer or director shall reimburse the party which has made payments to him or her hereunder, but no reimbursement shall be required except to the extent that the total which he or she has received from all sources is greater than the aggregate amount of his or her liability such failure actually prejudices Paging Partners), and expense with respect to that matter. The liability of Tenneco and Packaging with respect Paging Partners, through counsel reasonably satisfactory to the indemnification provided in this Section 8.01 shall be joint and several as to Indemnitee, may assume the officer or director in questiondefense thereof; provided, but as between Tenneco and Packaginghowever, such liability shall be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force, or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain in effect for a period of seven years and provide coverage for acts prior to the distribution by directors and officers. Notwithstanding the provisions of Section 9.12 hereof, the officers and directors covered by this Section 8.01 shall be and shall be deemed to be beneficiaries of this Article VIII and any Indemnitee shall be entitled to enforce their participate in (but not control) any such action, suit or proceeding with counsel of his own choice but at his own expense; and provided, further, that any Indemnitee shall be entitled to participate in (and control, with respect to matters pertaining to such Indemnitee) any such action, suit or proceeding with counsel of his own choice at the expense of Paging Partners if (in the opinion of Independent Counsel) representation by Paging Partners's counsel would, or would reasonably be expected to, present a conflict of interest or if there would be, or there would reasonably be expected to be, defenses available to the Indemnitee that could be in conflict or inconsistent with those available to Paging Partners. In any event, if Paging 80 of 122 Partners's counsel fails to assume the defense within a reasonable time, the Indemnitee may assume such defense and the fees and expenses of his attorneys (if indemnification for the subject claims was properly sought hereunder) shall be borne by Paging Partners. No action, suit or proceeding for which indemnification may be sought shall be compromised or settled without the consent of Paging Partners, which consent shall not be unreasonably withheld. Paging Partners shall not, without the consent of the Indemnitee, (i) compromise or settle any action, suit or proceeding or consent to the entry of any judgment that does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnitee of a written release from all liability in respect of such action, suit or proceeding or (ii) compromise or settle any action, suit or proceeding in any manner that may adversely affect the Indemnitee other than as a result of money damages or other money payments for which Paging Partners is fully responsible with no recourse by the claimant to the asserts of any Indemnitee. (c) This Section 4.16 shall survive the consummation of the Merger. The provisions of this Section 4.16 are intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his heirs and representatives and shall be binding upon Paging Partners and Paging Partners and its successors and assigns. The rights provided to the Indemnitees hereunder through legal action shall be in addition to, and shall not be in lieu of or otherwiseotherwise diminish in any respect, any rights to indemnity that such parties may have under the Certificate of Incorporation or Bylaws of BAP or Paging Partners or any other agreement entered into by an Indemnitee with BAP prior to the date hereof; provided, that true, complete and correct copies of such agreements shall have been delivered to Paging Partners prior to the date hereof.

Indemnification of Officers and Directors. Packaging and Tenneco (a) From the Closing Date until the sixth (6th) anniversary thereof, NHI shall, to the fullest extent permitted under applicable requirements under the Laws of the State of Maryland in effect from time to time, and without requiring a preliminary determination of the ultimate entitlement to indemnification, provide indemnification to each Indemnified Person to the same extent as and under the same conditions and procedures to which such Indemnified Person is entitled on the date of this Agreement under the Governing Instruments of NHI and its subsidiaries and as provided in employment or indemnification agreements with such Indemnified Person as in effect on the date of this Agreement in connection with any pending or threatened Proceeding based on or arising out of, in whole or in part, the fact that such Indemnified Person is or was a director or officer or person serving at the request of NHI and its subsidiaries, or is or was serving at the request of NHI as an officer or director of another corporation, joint venture or other enterprise or general partner of any partnership or a trustee of any trust, at or prior to the Closing and pertaining to any and all matters pending, existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, including any such matter arising under any claim with respect to the transactions contemplated hereby. Without limiting the foregoing, from the Closing Date until the sixth (6th) anniversary thereof, NHI shall also, to the fullest extent permitted under applicable requirements under Law, advance reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by lawthe Indemnified Persons in connection with matters for which such Indemnified Persons are eligible to be indemnified pursuant to this Section 4.09(a) within fifteen (15) days after receipt by NHI of a written request for such advance, indemnifysubject to the execution by such Indemnified Persons of appropriate undertakings in favor of NHI to repay such advanced costs and expenses if it is ultimately determined in a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled to be indemnified under this Section 4.09(a). (b) From the Closing Date until the sixth (6th) anniversary thereof, defend NHI shall not amend, repeal or otherwise modify the exculpation, indemnification and save harmless advancement of expenses provisions of the persons who were officers Governing Instruments of NHI and directors of Tenneco Inc., its subsidiaries as in effect immediately prior to the Distribution DateClosing or in any indemnification contracts of NHI or its subsidiaries with any of their respective directors, officers or employees as in effect immediately prior to the Closing, in each case in any manner that would adversely affect the rights thereunder of any individuals who at the Closing were current or former directors, officers or employees of NHI or its subsidiaries. (c) From the Closing Date until the sixth (6th) anniversary thereof, NHI shall maintain in effect NHI’s and its subsidiaries’ current directors’ and officers’ liability insurance policies covering acts or omissions occurring (or alleged to occur) at or prior to the Closing with respect to Indemnified Persons (provided that NHI may substitute therefor policies with reputable carriers of at least substantially similar coverage containing terms, conditions and exclusions that are not less favorable to the Indemnified Persons); provided, however, that in no event shall NHI be required to expend pursuant to this Section 4.09(c) more than an amount per year equal to 250% of current annual premiums paid by NHI for such insurance. In the event that, but for the proviso to the immediately preceding sentence, NHI would be required to expend more than 250% of the current annual premiums, NHI shall obtain the maximum amount of such insurance obtainable by payment of annual premiums equal to 250% of current annual premiums. In lieu of the foregoing, NHI may, at its election, purchase from a reputable carrier a six (6)-year prepaid “tail policy” of at least substantially similar coverage containing terms, conditions and against exclusions that are no less favorable to the Indemnified Persons, for acts or omissions occurring (or alleged to occur) at or prior to the Closing with respect to Indemnified Persons, at an aggregate cost not exceeding the aggregate maximum amount payable pursuant to the provisions above for such six (6)-year period; provided, that if the cost of such insurance coverage exceeds such maximum amount, NHI shall obtain a policy with the greatest coverage available for a cost not exceeding such maximum amount. The provisions of this Section 4.09 shall survive the consummation of the Closing for a period of six (6) years and are expressly intended to benefit each of the Indemnified Persons; provided, however, that in the event that any claim or claims for indemnification that exist prior to the Closing or are asserted or made within such six (6)-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all liability (including any judgmentssuch claims. The provisions of this Section 4.09 are in addition to, lossesand not in substitution for, damages, civil penalties, excise taxes, interest and any other form of liability rights to indemnification or expense contribution that any such Person may have by contract or otherwise. Unless required by applicable Law, this Section 4.09 may not be amended, altered or repealed after the Closing in such a manner as to adversely affect the rights of any kind) Indemnified Person or claim of liability (as defined above and including any investigatory action) to which they may be subjected by reason of any act alleged to have been done or omitted to be done in connection with their service as officers and directors of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense shall be selected by the indemnified officer or director. Defense costs shall be indemnified as incurred in the course of the defense or investigation. The remedies provided by this Section 8.01 shall be cumulative and without prejudice to the assertion of any other rights. To the extent that an officer or director receives payment under any liability insurance or other indemnification arrangement with respect to a matter covered by this Section 8.01, that officer or director shall reimburse the party which has made payments to him or her hereunder, but no reimbursement shall be required except to the extent that the total which he or she has received from all sources is greater than the aggregate amount of his or her liability heirs without the prior written consent of the affected Indemnified Person. (d) In the event NHI or any of its successors or assigns (i) consolidates with or merges into any other Person and expense with respect shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, NHI shall ensure that matter. The liability proper provision is made so that the successors and assigns of Tenneco and Packaging with respect to NHI assume the indemnification provided obligations set forth in this Section 8.01 shall be joint and several as to 4.09. For the officer or director avoidance of doubt, nothing in question, but as between Tenneco and Packaging, such liability shall be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force, or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain in effect for a period of seven years and provide coverage for acts prior to the distribution by directors and officers. Notwithstanding the provisions of Section 9.12 hereof, the officers and directors covered by this Section 8.01 shall be and 4.09 shall be deemed to be beneficiaries provide Advisor, NRF or any of this Article VIII and shall be entitled to enforce their rights hereunder through legal action respective Affiliates a consent right over such merger or otherwiseother transaction.

Indemnification of Officers and Directors. Packaging and Tenneco shall, to (a) Parent agrees that the fullest extent permitted by law, indemnify, defend and save harmless the persons who were officers and directors of Tenneco Inc., immediately prior to the Distribution Date, from and against any and all liability (including any judgments, losses, damages, civil penalties, excise taxes, interest and any other form of liability or expense of any kind) or claim of liability (as defined above and including any investigatory action) to which they may be subjected by reason of any act alleged to have been done or omitted to be done in connection with their service as officers and directors of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense shall be selected by the indemnified officer or director. Defense costs shall be indemnified as incurred indemnification obligations set forth in the course Company’s Articles of the defense or investigation. The remedies provided by this Section 8.01 shall be cumulative Incorporation and without prejudice to the assertion of any other rights. To the extent that an officer or director receives payment under any liability insurance or other indemnification arrangement with respect to a matter covered by this Section 8.01, that officer or director shall reimburse the party which has made payments to him or her hereunder, but no reimbursement shall be required except to the extent that the total which he or she has received from all sources is greater than the aggregate amount of his or her liability and expense with respect to that matter. The liability of Tenneco and Packaging with respect to the indemnification provided in this Section 8.01 shall be joint and several as to the officer or director in question, but as between Tenneco and Packaging, such liability shall be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force, or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain Bylaws in effect on the date hereof shall survive the Merger and shall not be amended, repealed or otherwise modified for a period of seven six years and provide coverage for acts after the Effective Time in any manner that would adversely affect the rights thereunder of any individual who on or prior to the distribution Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any of its Subsidiaries or who served at the request of the Company or any of its Subsidiaries as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless such amendment or modification is required by Applicable Law. (b) The Surviving Corporation shall honor and fulfill in all respects the obligations of the Company pursuant to the indemnification agreements with the Company’s directors and officers. Notwithstanding officers existing and in effect on the provisions date hereof and set forth on Schedule 6.8(b) of Section 9.12 hereofthe Company Disclosure Schedule. (c) Prior to the Closing, the Company shall, at its option, be permitted to purchase a prepaid insurance and indemnification policy (which payment shall be treated as a Merger Expense) providing the Company’s current directors and officers with coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable than the Company’s existing policies (true and complete copies which have been previously provided by the Company to Parent), which prepaid insurance policy may provide such directors covered and officers with such coverage for a period of up to six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Section 8.01 Agreement. If the Company so elects to obtain D&O Insurance, following the Effective Time, Parent shall be maintain such policy in full force and shall be deemed effect, and continue to be beneficiaries of this Article VIII and shall be entitled to enforce their rights hereunder through legal action or otherwisehonor the obligations thereunder.

Indemnification of Officers and Directors. Packaging (a) From and Tenneco after the Effective Time until the sixth anniversary of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to fulfill and honor the fullest extent permitted by law, indemnify, defend obligations of the Company and save harmless each of its Subsidiaries to their respective present and former directors and officers (the persons who were “Indemnified Parties”) pursuant to any indemnification agreements with the Company or such Subsidiary listed on Section 6.3(c) of the Company Disclosure Letter and any indemnification or advancement provisions under the Company’s or such Subsidiary’s certificate of incorporation or bylaws (or equivalent organizational documents) as in effect on the date of this Agreement with respect to their acts and omissions as directors and officers and directors of Tenneco Inc., immediately the Company or such Subsidiary occurring prior to the Distribution DateEffective Time, from in each case, subject to applicable Law. The certificate of incorporation and against any and all liability (including any judgments, losses, damages, civil penalties, excise taxes, interest and any other form of liability or expense of any kind) or claim of liability (as defined above and including any investigatory action) to which they may be subjected by reason of any act alleged to have been done or omitted to be done in connection with their service as officers and directors of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense shall be selected by the indemnified officer or director. Defense costs shall be indemnified as incurred in the course bylaws of the defense or investigation. The remedies provided by this Section 8.01 shall be cumulative and without prejudice to the assertion of any other rights. To the extent that an officer or director receives payment under any liability insurance or other indemnification arrangement Surviving Corporation will contain provisions with respect to a matter covered by this Section 8.01advancement, exculpation and indemnification that officer or director shall reimburse are at least as favorable in the party which has made payments to him or her hereunder, but no reimbursement shall be required except aggregate to the extent that Indemnified Parties as those contained in the total which he certificate of incorporation and bylaws of the Company (or she has received from all sources is greater than equivalent organizational documents) as in effect on the aggregate amount date of his or her liability and expense with respect to that matter. The liability of Tenneco and Packaging with respect to the indemnification provided in this Section 8.01 shall be joint and several as to the officer or director in question, but as between Tenneco and Packaging, such liability shall be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force, which provisions will not be amended, repealed or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain in effect otherwise modified for a period of seven six years from the Effective Time in any manner that adversely affects the rights thereunder of the Indemnified Parties, unless such modification is required by applicable Law. (b) For six (6) years after the Effective Time, Surviving Corporation shall, and provide coverage for Parent shall cause the Surviving Corporation to, maintain officers’ and directors’ liability, employment practices liability and fiduciary liability insurance in respect of acts or omissions occurring on or prior to the distribution Effective Time covering each such person covered by directors the Company’s officers’ and officersdirectors’ liability, employment practices liability and fiduciary liability insurance policies as of the date hereof on terms with respect to coverage and amount no less favorable than those of such policies in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.3(a), neither Parent nor the Surviving Corporation shall be obligated to pay annual premiums in excess of 250% of the aggregate annual premium paid by the Company in its last full fiscal year prior to the date of this Agreement that is set forth on Section 6.3(a) of the Company Disclosure Letter (the “Current Premium”) and if such premiums for such insurance would at any time exceed 250% of the Current Premium, then the Surviving Corporation shall cause to be maintained policies of insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at an annual premium equal to 250% of the Current Premium. Notwithstanding the The provisions of Section 9.12 hereof, the officers and directors covered by this Section 8.01 shall be and immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from acts or omissions that occurred on or before the Effective Time, including, in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Current Premium. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder. (c) The provisions of this Section 6.3 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Indemnified Party may have under any certificate of incorporation or bylaws, by contract or otherwise. The obligations of Parent and the Surviving Corporation under this Section 6.3 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnified Party unless the affected Indemnified Party shall have consented in writing to such termination or modification (it being expressly agreed that the Indemnified Parties to whom this Section 6.3 applies shall be third party beneficiaries of this Article VIII and shall be entitled to enforce their rights hereunder through legal action or otherwiseSection 6.3).

Indemnification of Officers and Directors. Packaging (a) From and Tenneco shallafter the Effective Time through the third anniversary of the date the Effective Time occurs, Cellegy shall and shall cause the Surviving Corporation to, fulfill and honor in all respects the obligations of Cellegy and Adamis pursuant to any indemnification provisions under their respective certificates of incorporation and bylaws as in effect on the date of this Agreement (the persons entitled to be indemnified pursuant to such provisions being referred to collectively as the “D&O Indemnified Parties”). (b) The certificate of incorporation and bylaws of Cellegy and the Surviving Corporation, as the case may be, shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers of Cellegy than are presently set forth in the certificate of incorporation and bylaws of Cellegy, which provisions shall not be amended, modified or repealed for a period of six (6) years time from the Effective Time in a manner that would adversely affect the rights thereunder of the D&O Indemnified Parties. (c) Cellegy, at its election, may purchase “tail” coverage for up to six (6) years from the Closing, relating to the fullest extent permitted current directors’ and officers’ liability insurance policies maintained by lawAdamis or Cellegy (provided that Cellegy may substitute therefor policies of at least the same coverage containing terms and conditions that are not materially less favorable) with respect to matters occurring on or before the Closing. (d) Cellegy shall pay all expenses, indemnifyincluding reasonable attorneys’ fees, defend and save harmless the persons who were officers and directors of Tenneco Inc., immediately prior to the Distribution Date, from and against any and all liability (including any judgments, losses, damages, civil penalties, excise taxes, interest and any other form of liability or expense of any kind) or claim of liability (as defined above and including any investigatory action) to which they that may be subjected incurred by reason of any act alleged to have been done or omitted to be done the D&O Indemnified Parties in connection with their service as officers and directors enforcement of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense shall be selected by the indemnified officer or director. Defense costs shall be indemnified as incurred in the course of the defense or investigation. The remedies provided by this Section 8.01 shall be cumulative and without prejudice to the assertion of any other rights. To the extent that an officer or director receives payment under any liability insurance or other indemnification arrangement with respect to a matter covered by this Section 8.01, that officer or director shall reimburse the party which has made payments to him or her hereunder, but no reimbursement shall be required except to the extent that the total which he or she has received from all sources is greater than the aggregate amount of his or her liability and expense with respect to that matter. The liability of Tenneco and Packaging with respect to the indemnification rights provided in this Section 8.01 shall 5.5 pursuant to any indemnification provisions under their respective certificates of incorporation and bylaws as in effect on the date of this Agreement. (e) The provisions of this Section are intended to be joint and several as in addition to the officer or director in question, but as between Tenneco and Packaging, such liability shall be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force, or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain in effect for a period of seven years and provide coverage for acts prior rights otherwise available to the distribution D&O Indemnified Parties by directors law, charter, statute, by-law or agreement, and officers. Notwithstanding shall operate for the provisions of Section 9.12 hereofbenefit of, the officers and directors covered by this Section 8.01 shall be and shall be deemed enforceable by, each of the D&O Indemnified Parties, their heirs and their representatives. (f) Cellegy shall cause the Surviving Corporation to be beneficiaries perform all of the obligations of the Surviving Corporation under this Article VIII and shall be entitled to enforce their rights hereunder through legal action or otherwiseSection.

Indemnification of Officers and Directors. Packaging All rights to indemnification by the Acquired Corporations existing in favor of those Persons who are directors and Tenneco shallofficers of any Acquired Corporation as of the date of this Agreement (the “Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time, as provided in the Articles of Incorporation and bylaws of the Acquired Corporations (as in effect as of the date of this Agreement) and as provided in the indemnification agreements between the Acquired Corporations and said Indemnified Persons (as set forth on Part 5.5(a) of the Company Disclosure Schedule and in effect as of the date of this Agreement) in the forms made available by the Company to Parent or Parent’s Representatives prior to the date of this Agreement, shall survive the Merger and shall be observed by the Surviving Corporation and its Subsidiaries to the fullest extent permitted by law, indemnify, defend and save harmless available under the persons who were officers and directors of Tenneco Inc., immediately prior to the Distribution Date, from and against any and all liability (including any judgments, losses, damages, civil penalties, excise taxes, interest and any other form of liability or expense of any kind) or claim of liability (as defined above and including any investigatory action) to which they may be subjected by reason of any act alleged to have been done or omitted to be done in connection with their service as officers and directors of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense shall be selected by the indemnified officer or director. Defense costs shall be indemnified as incurred in the course of the defense or investigation. The remedies provided by this Section 8.01 shall be cumulative and without prejudice to the assertion of any other rights. To the extent that an officer or director receives payment under any liability insurance or other indemnification arrangement with respect to a matter covered by this Section 8.01, that officer or director shall reimburse the party which has made payments to him or her hereunder, but no reimbursement shall be required except to the extent that the total which he or she has received from all sources is greater than the aggregate amount of his or her liability and expense with respect to that matter. The liability of Tenneco and Packaging with respect to the indemnification provided in this Section 8.01 shall be joint and several as to the officer or director in question, but as between Tenneco and Packaging, such liability shall be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force, or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain in effect applicable Legal Requirements for a period of seven six years from the Effective Time, and provide coverage for acts prior any claim made requesting indemnification pursuant to such indemnification rights within such six-year period shall continue to be subject to this Section 5.5(a) and the indemnification rights provided under this Section 5.5(a) until disposition of such claim. The Parties acknowledge and agree that the indemnification agreements by and between certain shareholders of the Company, on the one hand, and one or more of the Acquired Corporations, on the other hand, set forth on Part 5.5(a) of the Company Disclosure Schedule (collectively, the “Shareholder Indemnification Agreements”) shall survive the Closing and remain applicable to such shareholders of the Company in accordance with their terms, and subject to the distribution by directors conditions, limitations and officers. Notwithstanding time periods set forth therein, in each case, as in effect on the provisions of Section 9.12 date hereof; provided, the officers and directors covered by that nothing contained in this Section 8.01 shall be and 5.5 shall be deemed to be beneficiaries amend, modify or supplement any of this Article VIII such terms, conditions, limitations and shall be entitled to enforce their rights hereunder through legal action or otherwisetime periods as in effect on the date hereof.

Indemnification of Officers and Directors. Packaging (a) Parent agrees that all rights to indemnification, advancement of expenses and Tenneco shallexculpation by the Company or any of its Subsidiaries now existing in favor of each Person who is now, to or has been at any time before the fullest extent permitted by law, indemnify, defend and save harmless date hereof or who becomes before the persons who were officers and directors of Tenneco Inc., immediately prior to the Distribution Closing Date, from and against any and all liability (including any judgments, losses, damages, civil penalties, excise taxes, interest and any other form of liability or expense of any kind) or claim of liability (as defined above and including any investigatory action) to which they may be subjected by reason of any act alleged to have been done or omitted to be done in connection with their service as officers and directors of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense shall be selected by the indemnified officer or director. Defense costs shall be indemnified as incurred in the course of the defense or investigation. The remedies provided by this Section 8.01 shall be cumulative and without prejudice to the assertion of any other rights. To the extent that an officer or director receives payment under of the Company or any liability insurance of its Subsidiaries or who, at the request of the Company or any of its Subsidiaries, served as a director, officer, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (each, an “Indemnified Person”), as provided in the articles of incorporation, bylaws, operating agreement or similar organizational document of the Company or any of its Subsidiaries, in each case as in effect on the date of this Agreement, or pursuant to any other respective governing documents or indemnification arrangement with respect to a matter covered by this Section 8.01agreements in effect on the date hereof (in each case, that officer or director shall reimburse the party which has made payments to him or her hereunder, but no reimbursement shall be required except to the extent that the total which he or she has received from all sources is greater than the aggregate amount of his or her liability and expense with respect made available to that matter. The liability of Tenneco and Packaging with respect Parent prior to the indemnification provided date hereof), shall survive the Closing Date and shall continue in this Section 8.01 shall be joint full force and several as to effect in accordance with their respective terms. For the officer or director in question, but as between Tenneco and Packagingavoidance of doubt, such liability indemnification, advancement and exculpation provisions shall not be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in forcerepealed, amended or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain in effect otherwise modified for a period of seven six (6) years and provide coverage for acts from the Effective Time in a manner that would adversely affect the rights of individuals who, at any time before the Effective Time, were indemnified parties thereunder, except as required by applicable Law. (b) The Company shall, prior to the distribution by directors Closing Date, purchase a “tail” insurance policy for a period of six (6) years after the Effective Time, of at least the same coverage and amounts containing terms and conditions that are no less advantageous in the aggregate than the current policies of directors’ and officers’ liability insurance maintained by the Company with respect to claims arising from or related to facts or events that occurred at or before the Effective Time; provided, however, that the Company shall not expend more than three hundred percent (300%) of the annual premium for the current policies of directors’ and officers’ liability insurance maintained by the Company (which such annual premium is set forth on Section 5.5(b) of the Disclosure Schedules) in the aggregate to purchase such “tail” insurance. Notwithstanding the provisions If such insurance coverage can only be obtained at a premium in excess of Section 9.12 hereofthree hundred percent (300%) of such current annual premium, the officers Company shall obtain one or more policies with the greatest coverage available for an aggregate premium equal to three hundred percent (300%) of such current annual premium. (c) The obligations of Parent and directors covered by the Company under this Section 8.01 5.5 shall survive the consummation of the Merger and are intended to be for the benefit of the Indemnified Persons, each of whom shall be a third-party beneficiary of this Section 5.5. (d) If Parent, the Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of Parent or the Company, as the case may be, shall assume all of the obligations set forth in this Section 5.5. (e) For the avoidance of doubt, in the event that any Parent Indemnified Party is entitled to indemnification under Article VIII with respect to any matter that would otherwise give rise to indemnification or advancement of expenses pursuant to this Section 5.5 (including, for purposes of this Section 5.5(e), pursuant to any provision of the articles of incorporation, bylaws, operating agreement or similar organizational document of the Company or any of its Subsidiaries, any other governing document, any indemnification agreement or applicable Law), any payments by Parent, the Surviving Corporation, or any of their Subsidiaries in respect of any indemnification or advancement of expenses pursuant to this Section 5.5 to an Indemnified Person pursuant to this Section 5.5 shall be deemed to be beneficiaries “Losses” incurred by the Parent Indemnified Parties for purposes of this any claim made by any Parent Indemnified Party under Article VIII and shall be entitled related to enforce their rights hereunder through legal action or otherwisesuch matter.

Indemnification of Officers and Directors. Packaging and Tenneco shall, (a) Prior to the fullest extent permitted Closing, the Company shall purchase an extended reporting period endorsement (the “D&O Insurance”) under the Company’s existing directors’ and officers’ liability insurance coverage for the Company’s directors and officers on terms reasonably acceptable to Acquirer that shall provide such directors and officers with coverage for six (6) years following the Effective Time and that provides at least the same coverage in scope and amount as the existing coverage and have other terms not materially less favorable in the aggregate to the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by lawthe Company. The cost of any D&O Insurance shall be considered a Company Transaction Expense for purposes of this Agreement. (b) From and after the Effective Time, indemnifyand until the sixth (6th) anniversary of the Effective Time, defend Acquirer shall cause the Surviving Corporation to fulfill and save harmless honor in all respects the persons obligations of the Company to Persons who were officers and directors of Tenneco Inc., immediately on or prior to the Distribution DateEffective Time are or were directors and/or officers of the Company (the “D&O Indemnified Parties”) pursuant to any indemnification provisions under the company’s charter and other organizational documents and pursuant to any indemnification agreements between the Company and such D&O Indemnified Parties that are listed on Schedule 5.18 of the Company Disclosure Schedule; provided, from and against any and all liability however, that (including any judgments, losses, damages, civil penalties, excise taxes, interest and any other form of liability or expense of any kindi) or claim of liability (as defined above and including any investigatory action) to which they may be subjected by reason of any act alleged to have been done or omitted to be done in connection with their service as officers and directors of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense the foregoing obligations shall be selected subject to any limitation imposed by applicable Laws, and (ii) no D&O Indemnified Party shall have any right of contribution, indemnification or right of advancement from Acquirer, the indemnified officer Surviving Corporation, or director. Defense costs shall be indemnified as incurred in the course of the defense or investigation. The remedies provided by this Section 8.01 shall be cumulative and without prejudice to the assertion of any other rights. To the extent that an officer or director receives payment under any liability insurance or other indemnification arrangement their respective successors with respect to a matter covered by this Section 8.01any Indemnifiable Damages that such D&O Indemnified Party is responsible for in his, that officer her or director shall reimburse the party which has made payments its capacity as an Effective Time Holder pursuant to him or her hereunder, but no reimbursement shall be required except to the extent that the total which he or she has received from all sources is greater than the aggregate amount Article VIII of his or her liability and expense with respect to that matter. The liability of Tenneco and Packaging with respect to the indemnification provided in this Section 8.01 shall be joint and several as to the officer or director in question, but as between Tenneco and Packaging, such liability shall be allocated as provided under this Agreement. Tenneco . (c) This Section 5.18 shall survive the consummation of the Merger and Packaging each jointly the Effective Time, is intended to benefit and severally agrees to purchase and keep in forcemay be enforced by the Company, or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain in effect for a period of seven years and provide coverage for acts prior to the distribution by directors and officers. Notwithstanding the provisions of Section 9.12 hereofAcquirer, the officers Surviving Corporation and directors covered by this Section 8.01 shall be the D&O Indemnified Parties, and shall be deemed to be beneficiaries binding on all successors and assigns of this Article VIII Acquirer and shall be entitled to enforce their rights hereunder through legal action or otherwisethe Surviving Corporation.

Indemnification of Officers and Directors. Packaging For a period of six years following the Closing, Purchaser will cause the Company and Tenneco shallits Subsidiaries to continue to indemnify and hold harmless each present and former director and officer of the Company or any of its Subsidiaries against any and all liabilities incurred in connection with any Action (as defined in Section 7.4), whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring on or prior to the Closing Date and arising by reason of their service as officers or directors of the Company, or any of its Subsidiaries, whether asserted or claimed prior to or after the Closing, to the fullest extent permitted by lawthat the Company would have been required under the Company’s charter and the Company’s bylaws, indemnifyand organizational or constitutional documents of the Company’s Subsidiaries, defend and save harmless as applicable, in effect on the persons who were officers and directors date hereof (collectively, “Indemnification Documents”), (including the advancing of Tenneco Inc., immediately prior expenses as incurred to the Distribution Datefullest extent called for under the Indemnification Documents). Purchaser shall not, and shall cause the Company not to, amend the Company’s certificate of incorporation and bylaws, or applicable organizational documents of the Company’s Subsidiaries, in a manner that would prevent the Company or its Subsidiaries from and against any and all liability (including any judgments, losses, damages, civil penalties, excise taxes, interest and any other form of liability or expense of any kind) or claim of liability (as defined above and including any investigatory action) to which they may be subjected by reason of any act alleged to have been done or omitted to be done in connection with performing their service as officers and directors of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense obligations under this Section 4.14 unless proper provision shall be selected by made so that the indemnified officer or director. Defense costs shall be indemnified as incurred in the course present and former officers of the defense Company or investigation. The remedies provided by this Section 8.01 shall be cumulative and without prejudice any of its Subsidiaries are afforded protections equivalent to the assertion of any other rights. To the extent that an officer or director receives payment under any liability insurance or other indemnification arrangement with respect to a matter covered by this Section 8.01, that officer or director shall reimburse the party which has made payments to him or her hereunder, but no reimbursement shall be required except to the extent that the total which he or she has received from all sources is greater than the aggregate amount of his or her liability and expense with respect to that matter. The liability of Tenneco and Packaging with respect to the indemnification those provided in this Section 8.01 4.14. Purchaser will cause the Company to maintain a directors’ and officers’ insurance policy covering the foregoing indemnification obligations in amounts no less than the Company’s existing directors’ and officers’ liability insurance policy; provided that in no event shall Purchaser, the Company and their affiliates be required to pay for such coverage an aggregate of more than 1.25 times the 2007 premium paid by the Company for such insurance, unless Seller agrees to reimburse Purchaser for the cost of such excessive premium cost. In the event that the Company or its Subsidiaries, or their respective successors or assigns, consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or a majority of its properties and assets to any person, then proper provision shall be joint made so that the successors and several as assigns of the Company or a Subsidiary shall succeed to the officer or director obligations set forth in question, but as between Tenneco and Packaging, such liability shall be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force, or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain in effect for a period of seven years and provide coverage for acts prior to the distribution by directors and officers. Notwithstanding the provisions of Section 9.12 hereof, the officers and directors covered by this Section 8.01 shall be and shall be deemed to be beneficiaries of this Article VIII and shall be entitled to enforce their rights hereunder through legal action or otherwise4.14.

Indemnification of Officers and Directors. Packaging (a) From and Tenneco shallafter the Effective Time, to each of Parent and the fullest extent permitted by lawSurviving Corporation shall fulfill and honor in all respects the obligations of the Acquired Corporations pursuant to: (i) each indemnification agreement as in effect as of the date of this Agreement between the Company and any individual who at the Effective Time is, indemnify, defend and save harmless the persons who were officers and directors of Tenneco Inc., immediately or at any time prior to the Distribution DateEffective Time was, from a director or officer of the Company (each, an “Indemnified Person”); and against (ii) any and all liability indemnification provision (including any judgments, losses, damages, civil penalties, excise taxes, interest advancement of expenses) and any other form of liability or expense of any kind) or claim of liability (as defined above and including any investigatory action) to which they may be subjected by reason of any act alleged to have been done or omitted to be done in connection with their service as officers and directors of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense shall be selected by the indemnified officer or director. Defense costs shall be indemnified as incurred exculpation provision set forth in the course articles of organization or bylaws of the defense or investigation. The remedies provided by this Section 8.01 shall be cumulative and without prejudice to Company as in effect on the assertion date of any other rights. To the extent that an officer or director receives payment under any liability insurance or other indemnification arrangement with respect to a matter covered by this Section 8.01, that officer or director shall reimburse the party which has made payments to him or her hereunder, but no reimbursement shall be required except to the extent that the total which he or she has received from all sources is greater than the aggregate amount of his or her liability and expense with respect to that matter. The liability of Tenneco and Packaging with respect to the indemnification provided in this Section 8.01 shall be joint and several as to the officer or director in question, but as between Tenneco and Packaging, such liability shall be allocated as provided under this Agreement. Tenneco Parent’s and Packaging each jointly the Surviving Corporation’s obligations under the preceding sentence shall continue in full force and severally agrees to purchase and keep in force, or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain in effect for a period of seven six years from the Effective Time; provided, however, that all rights to indemnification, exculpation and provide coverage advancement of expenses in respect of any claim asserted or made within such period shall continue until the final disposition of such claim. (b) Prior to the Effective Time, Parent (or, at Parent’s option, the Company) shall purchase a prepaid “tail” policy on the existing policy of directors’ and officers’ liability insurance maintained by the Company as of the date of this Agreement (“D&O Insurance”) for acts a period of six years from the Effective Time and otherwise on terms and conditions not materially less favorable than as provided in the Company’s existing policies as of the date hereof; provided, however, that the maximum aggregate premium for such D&O Insurance that Parent shall be required to expend shall not exceed 300% of the amount per policy period the Company paid in its last full fiscal year prior to the distribution by directors date of this Agreement as set forth in Part 2.18 of the Company Disclosure Schedule (the “Current Premium”) and officersif such premiums for such insurance would at any time exceed 300% of the Current Premium, then the Surviving Corporation shall cause to be maintained policies of insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Current Premium. Notwithstanding the The provisions of Section 9.12 hereof, the officers and directors covered by this Section 8.01 shall be and immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from acts or omissions that occurred on or before the Effective Time, including, in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Current Premium. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain such policies in full force and effect for their full term, and continue to honor the obligations thereunder. (c) For a period of six years from the Effective Time, Parent shall cause to be maintained in effect provisions in the Surviving Corporation’s certificate of incorporation and bylaws (or in such documents of any successor to the business of the Surviving Corporation) regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions in existence on the date of this Agreement. (d) If Parent, the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person (that, in only the case of the Surviving Corporation, is not an Affiliate of Parent) and shall not be the continuing or surviving company or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation shall assume the obligations set forth in this Section 5.5. (e) The rights of each Indemnified Person under this Section 5.5 shall be in addition to any rights such Person may have under the certificate of incorporation or bylaws of the Company or any of its Subsidiaries, or under Delaware law or any other applicable Legal Requirement or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries. These rights shall survive consummation of the Merger and are intended to benefit, and shall be enforceable by, each Indemnified Person. The obligations of Parent and the Surviving Corporation under this Section 5.5 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnified Person to whom this Section 5.5 applies unless the affected Indemnified Person shall have consented in writing to such termination or modification (it being expressly agreed that the Indemnified Persons to whom this Section 5.5 applies shall be third party beneficiaries of this Article VIII and shall be entitled to enforce their rights hereunder through legal action or otherwiseSection 5.5).

Indemnification of Officers and Directors. Packaging and Tenneco shall, to the fullest extent permitted by law, indemnify, defend and save harmless the persons who were officers and directors of Tenneco Inc., immediately prior to the Distribution Date, from and against any and all liability (including any judgments, losses, damages, civil penalties, excise taxes, interest and any other form of liability or expense of any kind) or claim of liability (as defined above and including any investigatory action) to which they may be subjected by reason of any act alleged to have been done or omitted to be done in connection with their service as officers and directors of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense shall be selected by the indemnified officer or director. Defense costs shall be indemnified as incurred in the course of the defense or investigation. The remedies provided by this Section 8.01 shall be cumulative and without prejudice to the assertion of any other rights. To the extent that an officer or director receives payment under any liability insurance or other indemnification arrangement with respect to a matter covered by this Section 8.01, that officer or director shall reimburse the party which has made payments to him or her hereunder, but no reimbursement shall be required except to the extent that the total which he or she has received from all sources is greater than the aggregate amount of his or her liability and expense with respect to that matter. The liability of Tenneco and Packaging with respect to the indemnification provided in this Section 8.01 shall be joint and several as to the officer or director in question, but as between Tenneco and Packaging, such liability shall be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force, or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain in effect for a period of seven years and provide coverage for acts prior to the distribution Distribution by directors and officers. Notwithstanding the provisions of Section 9.12 hereof, the officers and directors covered by this Section 8.01 shall be and shall be deemed to be beneficiaries of this Article VIII and shall be entitled to enforce their rights hereunder through legal action or otherwise.

Indemnification of Officers and Directors. Packaging (a) From the Effective Time and Tenneco until the six year anniversary of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, (i) indemnify and hold harmless, to the fullest extent permitted by lawapplicable Legal Requirements, indemnifyeach present and former director, defend officer and save harmless employee of the persons Company or any of its Subsidiaries and each Person who were officers served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request of the Company or any of its Subsidiaries (collectively, and directors together with such Person’s heirs, executors or administrators, the “Indemnified Persons”), against any costs or expenses, including attorneys’ fees (including the advancement of Tenneco Inc.such costs and expenses), immediately judgments, fines, losses, claims, damages, liabilities or settlements incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Persons’ service as a director, officer or employee of the Company or its Subsidiaries or services performed by such Persons at the request of the Company or its Subsidiaries at or prior to the Distribution DateEffective Time, whether asserted or claimed prior to, at or after the Effective Time, including actions to enforce this provision or any other indemnification or advancement right of any Indemnified Person. (b) All rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions under the Company’s certificate of formation, bylaws, or indemnification Contracts or undertakings existing in favor of those Persons who are, or were, directors and officers of the Company at or prior to the date of this Agreement shall survive the Merger and shall be assumed by the Surviving Corporation in the Merger without any further action. Without limiting the foregoing, Parent, from and against after the Effective Time, shall cause, unless otherwise required by applicable Legal Requirements, the certificate of incorporation and bylaws of the Surviving Corporation to contain provisions no less favorable to the Indemnified Persons with respect to limitation of liabilities of directors and officers and indemnification than are set forth as of the date of this Agreement in the certificate of incorporation and bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnified Persons. In addition, from the Effective Time, Parent shall, and shall cause the Surviving Corporation to, without requiring a preliminary determination of entitlement to indemnification, advance any and all liability expenses (including any judgments, losses, damages, civil penalties, excise taxes, interest and any other form of liability or expense attorneys’ fees) of any kind) or claim of liability Indemnified Person under this Section 5.17 (as defined above and including any investigatory action) to which they may be subjected by reason of any act alleged to have been done or omitted to be done in connection with their service enforcing the indemnity and other obligations referred to in this Section 5.17) as officers incurred to the fullest extent permitted under applicable Legal Requirements for a period of six years from the Effective Time; provided that any person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnification. (c) Parent shall purchase, or shall cause the Surviving Corporation to purchase, on or prior to the Effective Time, and directors the Surviving Corporation shall maintain, tail insurance policies for the extension of Tenneco Inc. the current directors’ and any related or affiliated entityofficers’ liability insurance and fiduciary liability insurance maintained on the date of this Agreement by the Company, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense which tail policies shall be selected by from one or more insurance carriers with the indemnified officer same or director. Defense costs shall be indemnified better credit rating as incurred in the course of the defense or investigation. The remedies provided by this Section 8.01 shall be cumulative and without prejudice to the assertion of any other rights. To the extent that an officer or director receives payment under any liability Company’s insurance or other indemnification arrangement carrier with respect to a matter covered by this Section 8.01, that officer or director shall reimburse the party which has made payments to him or her hereunder, but no reimbursement directors’ and officers’ liability insurance and fiduciary liability insurance and shall be required except to effective from the extent that Effective Time through and including the total which he or she has received from all sources is greater than date six years after the aggregate amount of his or her liability and expense Closing Date (the “Tail Period”) with respect to claims arising from facts or events that matterexisted or occurred prior to or at the Effective Time, with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing director and officer policies disclosed in Section 3.16 of the Company Disclosure Schedule with respect to claims arising from facts, events, acts or omissions that occurred on or prior to the Effective Time. The If Parent or the Surviving Corporation for any reason fails to obtain such tail insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, (i) continue to maintain in effect for the Tail Period the directors’ and officers’ liability insurance and fiduciary liability insurance maintained as of Tenneco the date of this Agreement, or (ii) purchase comparable directors’ and Packaging officers’ liability insurance and fiduciary liability insurance for the Tail Period, in each case with terms, conditions, retentions and limits of liability that are at least as favorable as those provided in the Company’s existing director and officer policies disclosed in Section 3.16 of the Company Disclosure Schedule. Notwithstanding the foregoing, if the coverage described above cannot be obtained, or can only be obtained by paying aggregate premiums in excess of 250% of the annual amount currently paid by the Company for such coverage, the Surviving Corporation shall obtain policies with the greatest coverage available for aggregate premiums equal to 250% of the aggregate annual amount currently paid by the Company for directors’ and officers’ liability insurance and fiduciary liability insurance. (d) If Parent or the Surviving Corporation or any of its respective successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity then, and in each such case, proper provisions shall be made so that the successors and assigns of Parent or the Surviving Corporation, respectively, shall assume all of the obligations set forth in this Section 5.17. Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries or their respective officers, directors and employees, it being understood and agreed that the indemnification provided for in this Section 8.01 shall be joint and several as to the officer or director in question, but as between Tenneco and Packaging, such liability shall be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force5.17 is not prior to, or cause one in substation for, any claims under any such policies. (e) This Section 5.17 shall survive the consummation of their respective subsidiaries the Merger and continue in full force and effect and is intended to purchase and keep in forcebenefit, director and officer "run-off" insurance policies that remain in effect for a period of seven years and provide coverage for acts prior to the distribution by directors and officers. Notwithstanding the provisions of Section 9.12 hereof, the officers and directors covered by this Section 8.01 shall be and shall be deemed enforceable by each Indemnified Person as a third-party beneficiary. The rights of the Indemnified Persons under this Section 5.17 are in addition to be beneficiaries any rights such Indemnified Persons may have under the certificate of this Article VIII and shall be entitled to enforce their rights hereunder through legal action incorporation, bylaws or otherwisecomparable governing documents of the Company or any of its Subsidiaries, or under any applicable Contracts or Legal Requirements.

Indemnification of Officers and Directors. Packaging Section 1. No Director shall be answerable for any act, neglect, or default of any other Director; and Tenneco shallno Director shall be liable, individually or collectively, for any error of judgment, or for any act done or step taken or omitted under the advice of counsel, nor for any mistakes of fact or law, nor for anything which he/she may do or refrain from doing in good faith. Section 2. Every Director and every Officer of the CLUB shall be indemnified by the CLUB against all expenses and liability, including counsel fees, reasonably incurred by or imposed upon him/her in connection with any proceeding to which he may be a part, or in which he may become involved, by reason of his being or having been a Director or Officer of the CLUB at the time such expenses are incurred, except in such cases wherein the Director or Officer is adjudged guilty of willful misfeasance or malfeasance in the performance of his duties; provided that, in the event of a claim for reimbursement or indemnification hereunder based upon a settlement by the Director or Officer seeking such reimbursement or indemnification, the indemnification herein shall apply only if the Board (with the Director seeking reimbursement abstaining) approves such settlement and reimbursement as being in the best interest of the CLUB. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such Director or Officer may be entitled. Section 3. The Board of the CLUB shall take all such action as may be necessary and appropriate to authorize the CLUB to pay the indemnification required by this By-Law, including without limitation, to the fullest extent permitted by lawneeded, indemnifymaking a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him/her. Section 4. The Board shall seek out and secure a comprehensive Directors and Officers Liability Insurance policy covering the CLUB. The Board will also secure additional policies covering the CLUB, defend and save harmless the persons who were officers and directors of Tenneco Inc., immediately prior to the Distribution Date, from and against any and all liability (including any judgments, losses, damages, civil penalties, excise taxes, interest and any other form insurance required or deemed reasonable and necessary by the Board. The Board will by majority opinion determine the limits of liability or expense of any kind) or claim of liability (as defined above and including any investigatory action) to which they may that should be subjected by reason of any act alleged to have been done or omitted to be done in connection with their service as officers and directors of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writingpurchased under each separate policy. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense Such policy premiums shall be selected paid for by the indemnified officer or director. Defense costs shall be indemnified as incurred in the course of the defense or investigation. The remedies provided by this Section 8.01 shall be cumulative and without prejudice to the assertion of any other rights. To the extent that an officer or director receives payment under any liability insurance or other indemnification arrangement with respect to a matter covered by this Section 8.01, that officer or director shall reimburse the party which has made payments to him or her hereunder, but no reimbursement shall be required except to the extent that the total which he or she has received from all sources is greater than the aggregate amount of his or her liability and expense with respect to that matter. The liability of Tenneco and Packaging with respect to the indemnification provided in this Section 8.01 shall be joint and several as to the officer or director in question, but as between Tenneco and Packaging, such liability shall be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force, or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain in effect for a period of seven years and provide coverage for acts prior to the distribution by directors and officers. Notwithstanding the provisions of Section 9.12 hereof, the officers and directors covered by this Section 8.01 shall be and shall be deemed to be beneficiaries of this Article VIII and shall be entitled to enforce their rights hereunder through legal action or otherwiseCLUB.

Indemnification of Officers and Directors. Packaging (a) From and Tenneco shallafter the Effective Time, Parent and the Surviving Corporation, jointly and severally, shall honor all rights to indemnification existing as of the fullest extent permitted by lawdate of this Agreement in favor of (i) current and former directors, indemnify, defend and save harmless the persons who were officers and directors employees of Tenneco Inc.the Company (the “Indemnified Persons”) and (ii) those Persons who have indemnification agreements with the Company as of the date of this Agreement, immediately for acts and omissions occurring prior to or at the Distribution DateEffective Time, from as provided in the Company Organizational Documents and against any and all liability (including any judgments, losses, damages, civil penalties, excise taxes, interest and any other form of liability or expense of any kind) or claim of liability under each indemnification agreement with the Indemnified Persons to which the Company is a party (as defined above and including any investigatory action) to which they may be subjected by reason of any act alleged to have been done or omitted to be done each is in connection with their service effect as officers and directors of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense shall be selected by the indemnified officer or director. Defense costs shall be indemnified as incurred in the course of the defense or investigation. The remedies provided by this Section 8.01 shall be cumulative and without prejudice to the assertion date of any other rights. To the extent that an officer or director receives payment under any liability insurance or other indemnification arrangement with respect to a matter covered by this Section 8.01, that officer or director shall reimburse the party which has made payments to him or her hereunder, but no reimbursement shall be required except to the extent that the total which he or she has received from all sources is greater than the aggregate amount of his or her liability and expense with respect to that matter. The liability of Tenneco and Packaging with respect to the indemnification provided in this Section 8.01 shall be joint and several as to the officer or director in question, but as between Tenneco and Packaging, such liability shall be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force), or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain in effect for a period of seven six (6) years from the Effective Time. The articles of incorporation and Bylaws of the Surviving Corporation will contain provisions with respect to exculpation and indemnification that are at least as favorable to those contained in the Company Organizational Documents, which provisions will not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of Indemnified Persons, unless such modification is required by applicable Legal Requirements. (b) For a period of six (6) years from the Effective Time, Parent and the Surviving Corporation shall, jointly and severally, provide for officers’ and directors’ liability insurance for the benefit of each Person (other than the Company) named as an insured party in any officers’ and directors’ liability insurance policy held by the Company as of the date of this Agreement (the “Insured Parties”), on terms with respect to such coverage for no less favorable than those of such policy in effect on the date of this Agreement, covering only those acts or omissions occurring prior to or at the distribution Effective Time; provided that neither Parent nor the Surviving Corporation shall be required to maintain such policies to the extent the cost of maintaining the same shall increase by more than 175% from the cost most recently incurred by the Company for maintaining the same (the “Current D&O Insurance Cost”), in which case Parent or the Surviving Corporation shall maintain as much comparable insurance as can be obtained for such amount. Prior to the Effective Time, the Company shall take all reasonable actions requested by Parent to maintain such directors and officersofficers liability insurance. Notwithstanding The Company represents to Parent and Merger Sub that the provisions Current D&O Insurance Cost is $342,133. (c) The terms of Section 9.12 hereof, the officers and directors covered by this Section 8.01 shall 5.6 are intended to be for the benefit of and shall be deemed to be beneficiaries of this Article VIII enforceable by the Indemnified Parties and the Insured Parties and their heirs and personal representatives and shall be entitled binding on Parent and the Surviving Corporation and their successors and assigns. In the event Parent or the Surviving Corporation (or any of their successors and assigns) (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to enforce their rights hereunder through legal action any Person, then, and in each case, proper provision shall be made so that the successor or otherwiseassign of Parent or the Surviving Corporation, as the case may be, honors the obligation set forth with respect to Parent or the Surviving Corporation, as the case may be, in this Section 5.6.

Indemnification of Officers and Directors. Packaging (a) From and Tenneco shallafter the Effective Time, Veeco will, and will cause the Surviving Corporation to, fulfill and honor in all respects the obligations of FEI pursuant to the fullest extent permitted by law, indemnify, defend any indemnification agreements between FEI and save harmless the persons who were its directors and officers and directors of Tenneco Inc., immediately prior to the Distribution DateEffective Time (collectively, from the "INDEMNIFIED PERSONS"), subject to applicable law. The Articles of Incorporation and against any and all liability (including any judgments, losses, damages, civil penalties, excise taxes, interest and any other form of liability or expense of any kind) or claim of liability (as defined above and including any investigatory action) to which they may be subjected by reason of any act alleged to have been done or omitted to be done in connection with their service as officers and directors of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense shall be selected by the indemnified officer or director. Defense costs shall be indemnified as incurred in the course Bylaws of the defense or investigation. The remedies provided by this Section 8.01 shall be cumulative and without prejudice to the assertion of any other rights. To the extent that an officer or director receives payment under any liability insurance or other indemnification arrangement Surviving Corporation will contain provisions with respect to a matter covered by this Section 8.01, exculpation and indemnification that officer or director shall reimburse the party which has made payments to him or her hereunder, but no reimbursement shall be required except are at least as favorable to the extent that Indemnified Persons as those provisions contained in the total which he or she has received from all sources is greater than the aggregate amount Articles of his or her liability Incorporation and expense with respect to that matter. The liability Bylaws of Tenneco and Packaging with respect to the indemnification provided in this Section 8.01 shall be joint and several FEI as to the officer or director in question, but as between Tenneco and Packaging, such liability shall be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force, or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain in effect on the date of this Merger Agreement, which provisions will not be amended, repealed or otherwise modified for a period of seven six years from the Effective Time in any manner that would adversely affect the rights thereunder of an Indemnified Person, unless such modification is required by law. (b) From the Effective Time until the sixth anniversary of the Effective Time, the Surviving Corporation shall maintain in effect (and provide coverage Veeco shall cause the Surviving Corporation to maintain in effect), for the benefit of the Indemnified Persons, with respect to acts or omissions occurring prior to the distribution by directors Effective Time, the existing policy of directors' and officers' liability insurance maintained by FEI as of the date of this Merger Agreement in the form disclosed by FEI to Veeco prior to the date of this Merger Agreement (the "EXISTING POLICY"); PROVIDED, HOWEVER, that (i) the Surviving Corporation may in its sole discretion determine to substitute for the Existing Policy a policy or policies of comparable coverage, and (ii) the Surviving Corporation shall not be required to pay annual premiums for the Existing Policy (or for any such substitute policies) in excess of 200% of the premium payable by FEI therefor as of the date of this Merger Agreement, in the aggregate. Notwithstanding In the provisions event any future annual premium for the Existing Policy (or any such substitute policies) exceeds 200% of Section 9.12 hereofthe premium payable by FEI therefor as of the date of this Merger Agreement, in the aggregate, the officers and directors covered by this Section 8.01 shall be and shall be deemed to be beneficiaries of this Article VIII and Surviving Corporation shall be entitled to enforce their rights hereunder through legal action reduce the amount of coverage of the Existing Policy (or otherwiseany such substitute policies) to the amount of coverage that can be obtained for a premium equal to 200% of the premium payable by FEI therefor as of the date of this Merger Agreement.

Indemnification of Officers and Directors. Packaging (a) If the Merger is consummated, then from the Effective Time until the sixth anniversary of the date on which the Effective Time occurs, the Surviving Corporation shall, and Tenneco shallParent shall cause the Surviving Corporation to, fulfill and honor all rights to indemnification by the Company existing in favor of those Persons who are directors and officers of the Company as of the date of this Agreement (the “D&O Indemnified Persons”) for their acts and omissions occurring prior to the Effective Time, as provided in the Company Charter and the Company’s bylaws (in each case, as in effect as of the date of this Agreement) and as provided in the indemnification agreements between the Company and such D&O Indemnified Persons (as in effect as of the date of this Agreement) in the forms made available by the Company to Parent prior to the date of this Agreement, to the fullest extent permitted by lawavailable under applicable Law, indemnifyand any claim made requesting indemnification pursuant to such indemnification rights shall continue to be subject to this Section 5.4(a) and the indemnification rights provided under this Section 5.4(a) until disposition of such claim. (b) If the Merger is consummated, defend then from the Effective Time until the sixth anniversary of the date on which the Effective Time occurs, the Surviving Corporation shall maintain in effect, for the benefit of the D&O Indemnified Persons with respect to their acts and save harmless the persons who were officers and directors of Tenneco Inc., immediately omissions occurring prior to the Distribution DateEffective Time, from the six-year “tail” policy for the existing directors and against officers liability insurance that the Company shall purchase as of the effective time (the “Tail D&O Policy”); provided, that in no event shall Parent be required to expend in any and all liability (including any judgments, losses, damages, civil penalties, excise taxes, interest and any other form one year an amount in excess of liability or expense 150% of any kind) or claim of liability (as defined above and including any investigatory action) to which they may be subjected by reason of any act alleged to have been done or omitted to be done in connection with their service as officers and directors of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense shall be selected the annual premium currently payable by the indemnified officer or director. Defense costs shall be indemnified as incurred in the course of the defense or investigation. The remedies provided by this Section 8.01 shall be cumulative and without prejudice to the assertion of any other rights. To the extent that an officer or director receives payment under any liability insurance or other indemnification arrangement Company with respect to a matter covered by such current policy. (c) In the event that Parent, the Company or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or Entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall ensure that the successors and assigns of Parent, the Company or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 8.015.4. (d) The provisions of this Section 5.4 shall survive the consummation of the Merger and are (i) intended to be for the benefit of, and will be enforceable by, each of the D&O Indemnified Persons and their successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that officer any such D&O Indemnified Person may have by Contract or director shall reimburse otherwise. This Section 5.4 may not be amended, altered or repealed after the party which has made payments Effective Time without the prior written consent of the affected D&O Indemnified Person. (e) Notwithstanding anything contained in this Section 5.4, any indemnification agreement, the Company Charter or the Company’s bylaws, no such D&O Indemnified Person will have any right of indemnification from the Surviving Corporation or its 56. successors or Acquiror pursuant to him or her hereunder, but no reimbursement shall be required except to the extent that the total which he or she has received from all sources is greater than the aggregate amount of his or her liability and expense this Section 5.4 with respect to that matter. The liability of Tenneco and Packaging with respect to the indemnification provided in this Section 8.01 shall be joint and several as to the officer or director in question, but as between Tenneco and Packaging, any damages incurred if such liability shall be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force, or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain in effect for a period of seven years and provide coverage for acts prior to the distribution by directors and officers. Notwithstanding the provisions of Section 9.12 hereof, the officers and directors covered by this Section 8.01 shall be and shall be deemed to be beneficiaries of this Article VIII and shall be entitled to enforce their rights hereunder through legal action or otherwiseD&O Indemnified Person committed Fraud.

Indemnification of Officers and Directors. Packaging (a) From and Tenneco after the Effective Time, Parent will cause the Surviving Corporation to fulfill and honor in all respects, the obligations of the Company pursuant to any indemnification agreements between the Company and its current and former directors and officers as of the Effective Time (the “Indemnified Parties”) and any indemnification and exculpation provisions under the Company’s Certificate of Incorporation or Bylaws as in effect on the date of this Agreement, in each case, subject to applicable Legal Requirements. (b) From the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, the limited liability company agreement of the Surviving Corporation shall contain, and Parent shall cause the limited liability company agreement of the Surviving Corporation to so contain, provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers of the Company and its Subsidiaries than are presently set forth in the Company’s certificate of incorporation and bylaws, except to the extent that modification is required by applicable Legal Requirements. (c) Subject to the next sentence, the Surviving Corporation shall, at no expense to the Indemnified Parties, either (i) maintain, and Parent shall cause the Surviving Corporation to maintain in effect for six years from the Effective Time the current policies of the directors’ and officers’ liability insurance maintained by the Company (the “Current D&O Insurance”) with respect to matters existing or occurring at or prior to the Effective Time (including the Contemplated Transactions), so long as the annual premium therefor would not be in excess of 200% of the last annual premium paid prior to the Effective Time (such 200%, the “Maximum Premium”), or (ii) purchase a six year extended reporting period endorsement with respect to the Current D&O Insurance (a “Reporting Tail Endorsement”) and maintain such endorsement in full force and effect for its full term. If the Company’s existing insurance expires, is terminated or canceled during such six-year period or exceeds the Maximum Premium, the Surviving Corporation shall obtain, and Parent shall cause the Surviving Corporation to obtain, as much directors’ and officers’ liability insurance as can be obtained for the remainder of such period for an annualized premium not in excess of the Maximum Premium, on terms and conditions no less advantageous to the Indemnified Parties than the Company’s existing directors’ and officers’ liability insurance. Notwithstanding anything to the contrary in this Agreement, the Company may, prior to the Effective Time, purchase a Reporting Tail Endorsement, provided that the Company does not pay more than six times the Maximum Premium for such Reporting Tail Endorsement, in which case, provided that Parent causes the Surviving Corporation to maintain such Reporting Tail Endorsement in full force and effect for its full term, Parent shall be relieved from its obligations under the preceding two sentences of this Section 5.5(c). (d) The provisions of this Section 5.5 are intended to be in addition to, and Parent shall, and shall cause the Surviving Corporation to, enforce and honor, to the fullest extent permitted by lawlaw for a period of six years from the Effective Time, indemnify, defend and save harmless the persons who were rights otherwise available to the current officers and directors of Tenneco Inc.the Company and its Subsidiaries by law, immediately prior to charter, statute, bylaw or agreement, and shall operate for the Distribution Datebenefit of, from and against any and all liability (including any judgments, losses, damages, civil penalties, excise taxes, interest and any other form of liability or expense of any kind) or claim of liability (as defined above and including any investigatory action) to which they may be subjected by reason of any act alleged to have been done or omitted to be done in connection with their service as officers and directors of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense shall be selected by the indemnified officer or director. Defense costs shall be indemnified as incurred in the course of the defense or investigation. The remedies provided by this Section 8.01 shall be cumulative and without prejudice to the assertion of any other rights. To the extent that an officer or director receives payment under any liability insurance or other indemnification arrangement with respect to a matter covered by this Section 8.01, that officer or director shall reimburse the party which has made payments to him or her hereunder, but no reimbursement shall be required except to the extent that the total which he or she has received from all sources is greater than the aggregate amount of his or her liability and expense with respect to that matter. The liability of Tenneco and Packaging with respect to the indemnification provided in this Section 8.01 shall be joint and several as to the officer or director in question, but as between Tenneco and Packaging, such liability shall be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force, or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain in effect for a period of seven years and provide coverage for acts prior to the distribution by directors and officers. Notwithstanding the provisions of Section 9.12 hereof, the officers and directors covered by this Section 8.01 shall be and shall be deemed to be beneficiaries enforceable by, each of this Article VIII the Indemnified Parties, their heirs and shall be entitled to enforce their rights hereunder through legal action or otherwiseRepresentatives.

Indemnification of Officers and Directors. Packaging (a) CFC covenants and Tenneco shallagrees that it will cause each person who is an officer or director of Citrus (an "Indemnitee") on the Closing Date to be indemnified for any costs and expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") arising out of such person's service as an officer or director of Citrus to the fullest extent permitted by law, indemnify, defend and save harmless the persons who were officers and directors of Tenneco Inc., immediately prior to the Distribution Date, from and against any and all liability (including any judgments, losses, damages, civil penalties, excise taxes, interest and any other form of liability or expense of any kind) or claim of liability (as defined above and including any investigatory action) to which they may such indemnification is permitted under applicable law and the Articles of Incorporation and Bylaws of Citrus in effect on the date hereof (except that this provision shall not be subjected by reason construed so as to cause CFC or Citrus to violate applicable law). Except for expenses associated with claims described in the immediately succeeding sentence and except for, in particular, expenses associated with any claims or threatened or actual litigation between Indemnitees and CFC, CFC, upon request of any act alleged to have been done or omitted to be done such Indemnitees, shall advance expenses in connection with their service as officers such indemnification, provided that such advancement need be made if and directors of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense shall be selected by the indemnified officer or director. Defense costs shall be indemnified as incurred in the course of the defense or investigation. The remedies provided by this Section 8.01 shall be cumulative and without prejudice to the assertion of any other rights. To the extent that an officer or director receives payment under any liability insurance or other indemnification arrangement with respect to a matter covered by this Section 8.01, that officer or director shall reimburse the party which has made payments to him or her hereunder, but no reimbursement shall be required except only to the extent that such advancement would have been proper under applicable law. Notwithstanding anything to the total which he or she has received from all sources is greater than the aggregate amount of his or her liability and expense with respect contrary herein, this indemnification shall not extend to that matterclaims against an Indemnitee by CFC. The liability provisions of Tenneco and Packaging with respect to the indemnification provided in this Section 8.01 X shall survive the closing and shall be joint enforceable directly by each officer and several as to the officer or director in question, but as between Tenneco and Packaging, such liability shall be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force, or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain in effect for a period of seven years and provide coverage for acts prior to the distribution by directors and officers. Notwithstanding the provisions of Section 9.12 hereof, the officers and directors covered Citrus benefited by this Section 8.01 X. (b) Any Indemnitee wishing to claim indemnification under this Section X, upon learning of such claims or liabilities, shall promptly notify CFC thereof; provided, that the failure so to notify shall not affect the obligations of CFC hereunder unless such failure materially increases CFC's liability hereunder. In the event of any litigation giving rise to a claim hereunder, (i) CFC shall have the right to assume the defense thereof, if it so elects, and CFC shall pay all reasonable fees and expenses of counsel for the Indemnitees promptly as statements therefor are received; provided, however, that CFC shall be obligated pursuant to this Section to pay for only one firm of counsel for all Indemnitees in any jurisdiction for any single action, suit or proceeding or any group of actions, suits or proceedings arising out of or related to a common body of facts, (ii) the Indemnitees shall cooperate in the defense of any such matter, (iii) CFC shall not be liable for any settlement effected without its prior written consent and (iv) CFC shall be deemed to be beneficiaries have no obligation hereunder in the event a Federal banking agency or a court of this Article VIII competent jurisdiction shall ultimately determine, and such determination shall be entitled to enforce their rights hereunder through legal action or otherwisehave become final and nonappealable, that indemnification of an Indemnitee in the manner contemplated hereby is prohibited by applicable law.

Indemnification of Officers and Directors. Packaging (a) For a period of six (6) years from the Effective Time, Parent and Tenneco shallthe Surviving Corporation agree that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time, including with respect to this Agreement and the Transactions (and whether asserted or claimed prior to, at or after the Effective Time) now existing in favor of the current or former directors or officers of any Acquired Corporation pursuant to the organizational documents of any Acquired Corporation, and any indemnification or other similar agreements of any Acquired Corporation set forth in Section 6.5(a) of the Company Disclosure Schedule, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms, and Parent shall cause the Surviving Corporation and the other Acquired Corporations to perform their obligations thereunder; provided that all rights to indemnification, advancement of expenses and exculpation in respect of any claim asserted or made, and for which an Indemnified Person delivers a written notice to Parent within such six (6) year period asserting a claim for such protections pursuant to this Section 6.5, shall continue until the final disposition of such claim. Without limiting the foregoing, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, Parent shall cause the Surviving Corporation and the other Acquired Corporations to, and the Surviving Corporation agrees that it will, indemnify and hold harmless each individual who is as of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of any Acquired Corporation or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of any Acquired Corporation as a director or officer of another Person (the “Indemnified Persons”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Effective Time, including this Agreement and the transactions and actions contemplated hereby), arising out of or pertaining to, or by reason of, the fact that the Indemnified Person is or was a director or officer of any Acquired Corporation or is or was serving at the request of any Acquired Corporation as a director or officer of another Person, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by lawunder applicable Legal Requirements. In the event of any such claim, indemnifyaction, defend suit or proceeding, each Indemnified Person will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Corporation or the other Acquired Corporations, as applicable, (i) in accordance with the organizational documents of the applicable Acquired Corporation and save harmless any indemnification or other similar agreements of the persons who were officers and directors applicable Acquired Corporation set forth in Section 6.5(a) of Tenneco Inc.the Company Disclosure Schedule, immediately prior as applicable, in each case as in effect on the date of this Agreement, as well as (ii) to the Distribution Datefullest extent permitted under applicable Legal Requirements, from and against Parent shall cause the Surviving Corporation and the other Acquired Corporations to provide such advancement; provided, in the case of each of clauses (i) and (ii), that any Indemnified Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final non-appealable adjudication that such Indemnified Person is not entitled to indemnification. To the fullest extent permitted under applicable Legal Requirements, Parent shall cause the Surviving Corporation and the other Acquired Corporations to pay, in advance, all liability (including any judgments, losses, damages, civil penalties, excise taxes, interest reasonable attorneys’ fees and any other form of liability or expense of any kind) or claim of liability (as defined above and including any investigatory action) to which they expenses that may be subjected incurred by reason of any act alleged to have been done or omitted to be done Indemnified Persons in connection with their service as enforcement of their rights provided under this Section 6.5, provided that any Indemnified Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final non-appealable adjudication that such Indemnified Person is not entitled to indemnification. (b) Parent shall arrange to be bound at Closing a six (6)-year prepaid “tail” directors’ and officers’, employment practices and fiduciary liability insurance policy or policies for the Acquired Corporations and their current and former directors and officers who are currently covered by the directors’ and directors officers’, employment practices and fiduciary liability insurance coverage currently maintained by or for the benefit of Tenneco Inc. and any related or affiliated entitythe Acquired Corporations, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail such tails to provide such defense after having been requested coverage in an amount not less than the existing coverage and to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense shall be selected by the indemnified officer or director. Defense costs shall be indemnified as incurred have other terms not less favorable in the course aggregate to the insured persons than the directors’ and officers’, employment practices and fiduciary liability insurance coverage currently maintained by or for the benefit of the defense or investigation. The remedies provided by this Section 8.01 shall be cumulative and without prejudice to the assertion of any other rights. To the extent that an officer or director receives payment under any liability insurance or other indemnification arrangement Acquired Corporations with respect to claims arising from acts or omissions that occurred at or before the Effective Time and covering, without limitation, the Transactions; provided that in no event shall the cost of any such tail policy or policies exceed 300% of the aggregate annual premium most recently paid by the Acquired Corporations prior to the date of this Agreement with respect to each such coverage (the “Maximum Amount”); provided further that arranging for such insurance shall not require Parent to undertake any commitment prior to the Closing to pay any fees. If the aggregate premiums of any such tail insurance coverage exceeds the Maximum Amount, then Parent may obtain a matter covered policy or policies with the greatest coverage available for a cost not exceeding the Maximum Amount. Parent and the Surviving Corporation shall maintain all such tail policies in full force and effect, and continue to honor the obligations thereunder. (c) In the event that Parent, the Surviving Corporation, the other Acquired Corporations or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or Entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Parent, the Surviving Corporation or the other Acquired Corporations or any of their respective successors or assigns, as applicable, shall ensure that any of their respective successors and assigns, as the case may be, or at Parent’s option, Parent, shall assume by operation of law or expressly in writing the obligations set forth in this Section 8.01, that officer or director 6.5. (d) The provisions of this Section 6.5 (i) shall reimburse survive the party which has made payments to him or her hereunder, but no reimbursement shall be required except acceptance of Shares for payment pursuant to the extent that Offer and the total which he consummation of the Merger and (ii) are intended to be for the benefit of, and will be enforceable by, each indemnified or she has received from all sources is greater than insured party (including the aggregate amount of Indemnified Persons), his or her liability heirs, successors, assigns and expense with respect representatives, and (iii) are in addition to, and not in substitution for, any other rights to indemnification, advancement of expenses, exculpation or contribution that matterany such Person may have by contract or otherwise. Unless required by applicable Legal Requirement, neither this Section 6.5, nor the indemnification, exculpation or advancement provisions of any organizational documents of any Acquired Corporation in effect on the date of this Agreement, may be amended, altered or repealed after the Offer Acceptance Time in such a manner as to adversely affect the rights of any Indemnified Person or any of their successors, assigns or heirs without the prior written consent of the affected Indemnified Person. The liability of Tenneco and Packaging with respect Indemnified Persons to the indemnification provided in whom this Section 8.01 6.5 applies shall be joint and several as to the officer or director in question, but as between Tenneco and Packaging, such liability shall be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force, or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain in effect for a period of seven years and provide coverage for acts prior to the distribution by directors and officers. Notwithstanding the provisions of Section 9.12 hereof, the officers and directors covered by this Section 8.01 shall be and shall be deemed to be third party beneficiaries of this Article VIII and shall be entitled to enforce their rights hereunder through legal action or otherwiseSection 6.5.

Indemnification of Officers and Directors. Packaging (a) For a period of three (3) years from and Tenneco shallafter the Effective Time, Cognitronics and the Surviving Corporation agree to the fullest extent permitted by law, indemnify, defend indemnify (including advancement of expenses) and save hold harmless the persons who were all past and present officers and directors of Tenneco Inc.the Company to the same extent such persons are indemnified by the Company as of the date of this Agreement pursuant to the Company Certificate or Bylaws, immediately indemnification agreements identified on the Disclosure Schedule or under applicable Law for acts or omissions which occurred at or prior to the Distribution Date, from Effective Time. The Certificate of Incorporation and against any Bylaws of the Surviving Corporation shall contain provisions with respect to indemnification and all liability (including any judgments, losses, damages, civil penalties, excise taxes, interest exculpation that are at least as favorable to the past and any other form of liability or expense of any kind) or claim of liability (as defined above and including any investigatory action) to which they may be subjected by reason of any act alleged to have been done or omitted to be done in connection with their service as present officers and directors of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense shall be selected by the indemnified officer or director. Defense costs shall be indemnified Company as incurred those provisions contained in the course Company's Certificate of the defense or investigation. The remedies provided by this Section 8.01 shall be cumulative Incorporation and without prejudice to the assertion of any other rights. To the extent that an officer or director receives payment under any liability insurance or other indemnification arrangement with respect to a matter covered by this Section 8.01, that officer or director shall reimburse the party which has made payments to him or her hereunder, but no reimbursement shall be required except to the extent that the total which he or she has received from all sources is greater than the aggregate amount of his or her liability and expense with respect to that matter. The liability of Tenneco and Packaging with respect to the indemnification provided in this Section 8.01 shall be joint and several as to the officer or director in question, but as between Tenneco and Packaging, such liability shall be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force, or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain Bylaws in effect on the date hereof, and such provisions shall not be amended, repealed or otherwise modified for a period of seven three (3) years in any manner that would adversely affect the rights of the past and present officers and directors of the Company (unless such modification is required by applicable Law). (b) For a period of three (3) years from and after the Effective Time, Cognitronics agrees to provide coverage for officers' and directors' liability insurance with respect to acts or omissions occurring at or prior to the distribution Effective Time covering each past and present officer and director of the Company who are currently covered by directors the Company's officers' and officersdirectors' liability insurance policy (a true and complete copy of which has been delivered to Cognitronics) and is referenced in Schedule 2.2.14 of the Disclosure Schedule. Notwithstanding The terms and coverage amounts of the provisions liability insurance policy shall be at least as favorable as the terms and coverage amounts of Section 9.12 the Company's liability insurance policy in effect on the date hereof; provided, however, that an amount equal to one-half of the aggregate premiums payable by Cognitronics for insuring such past and present Company officers and directors covered by (such amount, the "D&O Premium Deduction") shall be subtracted from the Adjusted Closing Net Working Capital, as set forth in Section 1.4(d). (c) If Cognitronics, the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the extent necessary, Cognitronics shall cause proper provision to be made so that the successors and assigns of Cognitronics or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 8.01 shall be 5.4. (d) The provisions of this Section 5.4 are intended for the benefit of, and shall be deemed enforceable by, all past and present officers and directors of the Company and their respective heirs and representatives. The rights of all past and present officers and directors of the Company under this Section 5.4 are in addition to, and not in substitution for, any other rights to be beneficiaries of this Article VIII and shall be entitled to enforce their rights hereunder through legal action indemnification or contribution that any such person may have by contract, applicable Law or otherwise.

Indemnification of Officers and Directors. Packaging and Tenneco shallPurchaser shall cause each Company to ensure that (a) all rights to indemnification now existing in favor of any individual who, to the fullest extent permitted by law, indemnify, defend and save harmless the persons who were officers and directors of Tenneco Inc., immediately at or prior to the Distribution DateClosing, from and against any and all liability (including any judgmentswas a manager, lossesmember, damagesdirector or officer of the Company or who, civil penaltiesat the request of the Company, excise taxes, interest and any other form of liability served as a trustee or expense fiduciary of any kind) employee benefit plan or claim trust associated therewith (collectively, with such individual’s heirs, executors or administrators, the “D&O Indemnified Persons”), as provided in each Company’s certificate of incorporation, certificate of formation, by-laws or limited liability company operating agreement (as defined above and including any investigatory actionapplicable) to which they may be subjected by reason of any act alleged to have been done or omitted to be done in connection with their service as officers and directors of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense shall be selected by the indemnified officer or director. Defense costs shall be indemnified as incurred in the course of the defense or investigation. The remedies provided by this Section 8.01 shall be cumulative and without prejudice to the assertion date of any other rights. To the extent that an officer or director receives payment under any liability insurance or other indemnification arrangement with respect to a matter covered by this Section 8.01, that officer or director shall reimburse the party which has made payments to him or her hereunder, but no reimbursement shall be required except to the extent that the total which he or she has received from all sources is greater than the aggregate amount of his or her liability and expense with respect to that matter. The liability of Tenneco and Packaging with respect to the indemnification provided in this Section 8.01 shall be joint and several as to the officer or director in question, but as between Tenneco and Packaging, such liability shall be allocated as provided under this Agreement. Tenneco , shall survive the Closing and Packaging each jointly shall continue in full force and severally agrees to purchase and keep in force, or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain in effect for a period of seven not less than six (6) years from the Closing Date, and provide coverage for acts prior (b) the provisions with respect to indemnification and limitations on liability set forth in each Company’s certificate of incorporation, certificate of formation, by-laws or limited liability company operating agreement (as applicable) shall not be amended, repealed or otherwise modified in any material respect; provided, that in the distribution by directors event any claim or claims are asserted or made within such six (6) year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and officersall such claims. Notwithstanding the provisions foregoing, in the event Purchaser or any Company, or any of Section 9.12 hereoftheir respective successors or assigns, consolidates with or merges into any other Person or transfers all or substantially all of its properties or assets to any Person, then, and in each case, Purchaser shall use commercially reasonable efforts to cause such successors and assigns of Purchaser or the officers and directors covered by applicable Company, as the case may be, to honor the indemnification obligations of Purchaser under this Section 8.01 shall be 6.10 and shall be deemed the indemnification obligations of each Company under any such indemnification agreement and the provisions with respect to be beneficiaries indemnification and limitations on liability set forth in each Company’s certificate of this Article VIII and shall be entitled to enforce their rights hereunder through legal action incorporation, certificate of formation, by-laws or otherwiselimited liability company operating agreement (as applicable).

Indemnification of Officers and Directors. Packaging (a) Purchaser and Tenneco shallMerger Sub agree that all rights to indemnification, to the fullest extent permitted by lawadvancement of expenses, indemnifyexculpation, defend limitation of liability and save harmless the persons who were officers and directors of Tenneco Inc., immediately prior to the Distribution Date, from and against any and all liability (including any judgments, losses, damages, civil penalties, excise taxes, interest similar rights in favor of the Surviving Corporation’s directors and any other form of liability or expense of any kind) or claim of liability (as defined above and including any investigatory action) to which they may be subjected by reason of any act alleged to have been done or omitted to be done in connection with their service as officers and directors of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense shall be selected by afforded to the indemnified officer or director. Defense costs shall be indemnified Company’s directors and officers (the “Indemnification Persons”) after the Closing, as incurred reflected in the course Surviving Corporation’s certificate of incorporation and the defense or investigation. The remedies provided by this Section 8.01 Surviving Corporation shall be cumulative continue such provisions in full force and without prejudice to the assertion of any other rights. To the extent that an officer or director receives payment under any liability insurance or other indemnification arrangement with respect to a matter covered by this Section 8.01, that officer or director shall reimburse the party which has made payments to him or her hereunder, but no reimbursement shall be required except to the extent that the total which he or she has received from all sources is greater than the aggregate amount of his or her liability and expense with respect to that matter. The liability of Tenneco and Packaging with respect to the indemnification provided in this Section 8.01 shall be joint and several as to the officer or director in question, but as between Tenneco and Packaging, such liability shall be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force, or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain in effect for a period of seven six (6) years and provide coverage from the Effective Time, which provisions shall not be amended, repealed or otherwise modified for acts a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who at any time prior to the distribution Effective Time were directors or officers of the Company, unless such modification shall be required by Law; provided, however, that in the event any claim or claims are asserted or made within such six (6) year period, all rights to indemnification in respect to any such claim or claims shall continue until the disposition of any and all such claims. (b) Immediately prior to the Closing the Company shall purchase “tail coverage” for the existing policies of directors’ and officers’ liability insurance and fiduciary liability insurance and fiduciary insurance covering the directors and officers. officers of the Company as of the date hereof (which may include naming such individuals under Purchaser’s existing policies) for a period of six (6) years after the Effective Time, in respect of acts or omissions occurring prior to the Effective Time (the “D&O Tail Insurance”). (c) The provisions of this Section 5.8 are (i) intended to be for the benefit of, and will be enforceable by, each of the Indemnification Persons and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise. (d) Notwithstanding the provisions of set forth in Section 9.12 hereof5.8(a) and (c), the officers and directors covered by this Section 8.01 shall be and shall be deemed to be beneficiaries of this Article VIII and no Indemnification Person shall be entitled to enforce their rights hereunder through legal action indemnification from Purchaser or the Surviving Corporation after the Closing pursuant to Article X or otherwise, if the cause of such Indemnification Person’s claim arises in connection with this Agreement, the transactions contemplated hereby, or any Company Ancillary Agreement, or Purchaser is entitled to indemnification for such Losses in connection with this Agreement.

Indemnification of Officers and Directors. Packaging (a) The Buyer agrees that, subject to Section 5.02(c) and Tenneco shallthe indemnification obligation of the Sellers described in clause (v) of the definition of Indemnified Liabilities, all rights to indemnification, advancement of expenses and exculpation by the fullest extent permitted by lawCompany Group Members now existing in favor of each Person who is now, indemnify, defend and save harmless the persons who were officers and directors of Tenneco Inc., immediately or has been at any time prior to the Distribution date hereof or who becomes prior to the Closing Date, from and against an officer, manager, trustee or director of any and all liability (including any judgmentsCompany Group Member, lossesas provided in the Organizational Documents of such Company Group Member, damagesin each case as in effect on the date of this Agreement, civil penalties, excise taxes, interest and or pursuant to any other form of liability agreements in effect on the date hereof providing for such indemnification, advancement or expense of any kind) expenses or claim of liability (as defined above exculpation, shall survive the Closing Date and including any investigatory action) to which they may be subjected by reason of any act alleged to have been done or omitted to be done shall continue in connection full force and effect in accordance with their service respective terms. For six years from the Closing Date, the Buyer shall maintain in effect the foregoing indemnification, advancement of expenses and exculpation rights as officers they relate to each Company Group Members’ current or former officers, managers, trustees and directors or those appointed prior to the Closing Date. (b) The obligations of Tenneco Inc. the Buyer and the Company Group Members under this Section 5.02 shall not be terminated or modified in such a manner as to adversely affect any officer, manager, trustee or director to whom this Section 5.02 applies without the consent of such affected director or officer, it being expressly agreed that the officers, managers, trustees and directors to whom this Section 5.02 applies shall be third-party beneficiaries of this Section 5.02, each of whom, as well as his or her heirs, successors and legal representatives, may enforce its provisions. (c) The Sellers shall purchase and maintain in effect tail director and officer insurance policies, and any related or affiliated entitypolicies (collectively, including all the “Tail D&O Policy”), reasonably satisfactory to the Buyer and sufficient to adequately insure the indemnification, advancement of expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense shall be selected by the indemnified officer or director. Defense costs shall be indemnified as incurred in the course exculpation obligations of the defense or investigationCompany Group Members pursuant to Section 5.02(a). The remedies provided by this Section 8.01 All costs, expenses and premiums associated with the Tail D&O Policy shall be cumulative and without prejudice to the assertion of any other rights. To the extent that an officer or director receives payment under any liability insurance or other indemnification arrangement with respect to a matter covered by this Section 8.01, that officer or director shall reimburse the party which has made payments to him or her hereunder, but no reimbursement shall be required except to the extent that the total which he or she has received from all sources is greater than the aggregate amount of his or her liability and expense with respect to that matter. The liability of Tenneco and Packaging with respect to the indemnification provided in this Section 8.01 shall be joint and several as to the officer or director in question, but as between Tenneco and Packaging, such liability shall be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force, or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain in effect for a period of seven years and provide coverage for acts prior to the distribution by directors and officers. Notwithstanding the provisions of Section 9.12 hereof, the officers and directors covered by this Section 8.01 shall be constitute Seller Transaction Expenses hereunder and shall be deemed to be beneficiaries the responsibility of this Article VIII and shall be entitled to enforce their rights hereunder through legal action or otherwisethe Sellers.

Indemnification of Officers and Directors. Packaging (a) From and Tenneco after the Effective Time until the six (6)-year anniversary of the Closing, the Surviving Corporation shall (and if the Surviving Corporation for any reason cannot, Parent shall, to the fullest extent permitted by law, indemnify, defend ) (i) indemnify and save hold harmless the persons individuals who were officers and directors of Tenneco Inc., immediately at any time prior to the Distribution DateEffective Time were directors or officers of any Acquired Company (collectively, from and the “Indemnified Parties”) against any and all liability costs or expenses (including any reasonable attorneys’ fees and disbursements), judgments, fines, losses, damagesclaims, civil penaltiessettlements, excise taxes, interest and any other form of liability damages or expense of any kind) liabilities in connection with actions or claim of liability (as defined above and including any investigatory action) to which they may be subjected by reason of any act omissions occurring or alleged to have been done occurred at or omitted to be done in connection with their service as officers and directors of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense shall be selected by the indemnified officer or director. Defense costs shall be indemnified as incurred in the course of the defense or investigation. The remedies provided by this Section 8.01 shall be cumulative and without prejudice prior to the assertion of any other rights. To the extent that an officer or director receives payment under any liability insurance or other indemnification arrangement Effective Time and advance expenses with respect to a matter covered by this Section 8.01thereto, that officer or director shall reimburse the party which has made payments to him or her hereunder, but no reimbursement shall be required except to the extent that the total which he or she has received from all sources is greater than the aggregate amount of his or her liability and expense with respect to that matter. The liability of Tenneco (ii) honor and Packaging with respect to the indemnification provided in this Section 8.01 shall be joint and several as to the officer or director in question, but as between Tenneco and Packaging, such liability shall be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force, or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain maintain in effect for a period of seven six (6) years from the Effective Time (A) all rights to advancement of expenses and provide coverage for acts indemnification of each Indemnified Party, in each case as provided, as applicable, in the certificates of incorporation and bylaws (or comparable organizational documents) of the Acquired Companies, and (B) all rights to advancement of expenses and indemnification in any indemnification agreements between such Acquired Company and any Indemnified Party entered into prior to the distribution date hereof and a copy of which has been provided to Parent. The certificate of incorporation and bylaws of the Surviving Corporation shall contain the provisions with respect to indemnification and advancement of expenses set forth in the Company Charter and the Company Bylaws, and any indemnification agreements between the Company and any Indemnified Party shall survive the Merger and shall continue in full force and effect in accordance with their terms, and such provisions and agreements shall not be amended, repealed or otherwise modified for a period of six (6) years after the Closing Date in any manner that would adversely affect the rights thereunder of the Indemnified Parties, unless such modification is required by directors applicable Legal Requirements or approved in writing by the applicable Indemnified Party. (b) Parent shall cause to be maintained in effect for not less than six (6) years from the Effective Time the policies of directors’ and officers. Notwithstanding ’ liability insurance maintained by the provisions Acquired Companies as of Section 9.12 hereofthe date hereof (or such other insurance policy with substantially similar coverage and with terms and conditions that are not less advantageous in any material respect than the Acquired Company’s existing policies) for the Indemnified Parties and any other employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time with respect to matters occurring or alleged to have occurred at or prior to the Effective Time (including the Transactions); provided, however, that, in lieu of the purchase of such insurance by Parent or the Surviving Corporation, the officers Company may at its option prior to the Effective Time instruct its authorized insurance broker to procure for the Company a fully prepaid, non-cancellable six (6)-year run-off program for directors’ and directors covered officers’ liability insurance providing the same coverage with respect to matters occurring at or prior to the Effective Time and obtained from the same or similar insurance carriers that currently provide the Company’s director and officer liability insurance; provided that if the aggregate annual premiums for such run-off program exceeds two hundred fifty percent (250%) of the per annum rate of premium paid by the Company as of the date hereof for their existing officers’ and directors’ liability insurance policies, then the Company shall procure the maximum coverage that shall then be available at an equivalent annual premium equal to two hundred fifty percent (250%) of such rate; provided further, that the Company’s procurement of such fully prepaid run-off policy in accordance with this Section 8.01 shall be and sentence shall be deemed to satisfy in full the obligations of Parent and Surviving Corporation pursuant to this Section 6.2(b). (c) If Parent, the Surviving Corporation or any of their successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving Person of such consolidation or merger or (ii) transfers or conveys all or a majority of its properties and assets to any Person, then, and in each such case, proper provision shall be beneficiaries made so that the successors, assigns and transferees of Parent or the Surviving Corporation or their respective successors or assigns, as the case may be, assume the obligations set forth in this Section 6.2. (d) The provisions of this Article VIII Section 6.2 shall survive the acceptance of Shares for payment pursuant to the Offer and the consummation of the Merger and are (i) intended to be for the benefit of, and shall be entitled enforceable by, each of the Indemnified Parties and their successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to enforce their rights hereunder through legal action indemnification or contribution that any such Person may have by contract or otherwise. Notwithstanding anything herein to the contrary, (A) the obligations of Parent and the Surviving Corporation or their respective successors shall be subject to any limitation imposed by applicable Legal Requirements (including any limitation on the Company’s ability to indemnify its own directors and officers and others), and (B) Parent shall have no obligation to maintain the existence of the Surviving Corporation following the Effective Time.

Indemnification of Officers and Directors. Packaging (a) From and Tenneco shallafter the Effective Time, Parent shall cause the Surviving Entity to honor all rights to indemnification existing as of the fullest extent permitted by lawdate of this Agreement in favor of (i) current and former directors, indemnify, defend and save harmless the persons who were officers and directors employees of Tenneco Inc.any Acquired Corporation (the "Indemnified Persons") and (ii) those Persons who have indemnification agreements with any Acquired Corporation as of the date of this Agreement, immediately for acts and omissions occurring prior to or at the Distribution DateEffective Time, from as provided in the Company Organizational Documents and against under each indemnification agreement with the Indemnified Persons to which any and all liability (including any judgments, losses, damages, civil penalties, excise taxes, interest and any other form of liability or expense of any kind) or claim of liability Acquired Corporation is a party (as defined above and including any investigatory action) to which they may be subjected by reason of any act alleged to have been done or omitted to be done each is in connection with their service effect as officers and directors of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense shall be selected by the indemnified officer or director. Defense costs shall be indemnified as incurred in the course of the defense or investigation. The remedies provided by this Section 8.01 shall be cumulative and without prejudice to the assertion date of any other rights. To the extent that an officer or director receives payment under any liability insurance or other indemnification arrangement with respect to a matter covered by this Section 8.01, that officer or director shall reimburse the party which has made payments to him or her hereunder, but no reimbursement shall be required except to the extent that the total which he or she has received from all sources is greater than the aggregate amount of his or her liability and expense with respect to that matter. The liability of Tenneco and Packaging with respect to the indemnification provided in this Section 8.01 shall be joint and several as to the officer or director in question, but as between Tenneco and Packaging, such liability shall be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force), or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain in effect for a period of seven six years from the Effective Time. The Limited Liability Operating Agreement of the Surviving Entity will contain provisions with respect to exculpation and indemnification that are at least as favorable to those contained in the Company Organizational Documents, which provisions will not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of Indemnified Persons, unless such modification is required by applicable Legal Requirements. (b) For a period of six years from the Effective Time, Parent shall cause the Surviving Entity to provide coverage for acts prior to officers' and directors' liability insurance or a "tail" policy for the distribution benefit of each Person (other than the Company) named as an insured party in any officers' and directors' liability insurance policy held by directors and officers. Notwithstanding an Acquired Corporation as of the provisions of Section 9.12 hereof, the officers and directors covered by this Section 8.01 shall be and shall be deemed to be beneficiaries date of this Article VIII and shall be entitled Agreement (the "Insured Parties"), on terms with respect to enforce their rights hereunder through legal action or otherwise.such coverage no less favorable than those of such policy in effect on

Indemnification of Officers and Directors. Packaging (a) Buyer agrees that all rights to indemnification or exculpation (including advancement of expenses) existing in favor of, and Tenneco shallall limitations on the personal liability of, each present and former director or senior executive officer of the Company (the “Indemnified Company Parties”) provided for in the Company’s articles of incorporation or bylaws in effect as of the date of this Agreement shall continue in full force and effect. From and after the Closing, the Buyer agrees that the Company shall indemnify, defend and hold harmless, including the advancement of expenses, until the sixth anniversary of the Closing the Indemnified Company Parties against all Losses arising out of or relating to acts or omissions by them in their capacities as such, which acts or omissions occurred at or prior to the Closing, in each case to the fullest extent permitted provided under the terms of the Company’s articles of incorporation and bylaws in effect on the date of this Agreement. In determining whether an Indemnified Company Party is entitled to indemnification under this Section 6.11(a), if requested by lawsuch Indemnified Company Party, indemnifysuch determination shall be made by special, defend independent counsel selected by Buyer and save harmless approved by the persons Indemnified Company Party (which approval shall not be unreasonably withheld) and who were officers and directors of Tenneco Inc., immediately prior to has not otherwise performed services for Buyer or its Affiliates within the Distribution Date, from and against any and all liability last three years (including any judgments, losses, damages, civil penalties, excise taxes, interest and any other form of liability or expense of any kind) or claim of liability (as defined above and including any investigatory action) to which they may be subjected by reason of any act alleged to have been done or omitted to be done than in connection with their service such matter). (b) The Company shall not amend its articles of incorporation or bylaws so as to modify the indemnification or exculpation provisions therein in a manner inconsistent with this Section 6.11 or otherwise adverse to the Indemnified Company Parties unless such modification is required by Applicable Law. (c) Prior to the Closing, the Company shall obtain and pay for (at Buyer’s cost and expense, to be reimbursed by Buyer at Closing to the extent then paid or accrued as a Liability by the Company) directors and officers liability insurance, fiduciary liability insurance and directors employment practices liability insurance with coverage with separate limits of Tenneco Inc. and any related or affiliated entitynot less than $1.0 million for each line of coverage, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such including, without limitation, liability, defense, counsel for such defense shall be selected by fiduciary (including HIPAA sublimit) and employment practices liability with and an extended reporting period endorsement with a coverage period of six years after the indemnified officer or director. Defense costs shall be indemnified as incurred in Closing Date, with at least the course of the defense or investigation. The remedies provided by this Section 8.01 shall be cumulative same coverage and without prejudice to the assertion of any other rights. To the extent that an officer or director receives payment under any liability insurance or other indemnification arrangement amounts and terms and conditions with respect to a matter covered claims arising out of or relating to events which occurred before or at the Closing Date (including in connection with the transactions contemplated by this Section 8.01Agreement) (the “D&O and EPL Tail Policy”). Buyer shall bear the cost of the D&O and EPL Tail Policy. During the term of the D&O and EPL Tail Policy, that officer Buyer shall not (and shall cause the Company not to) take any action following the Closing to cause the D&O and EPL Tail Policy to be cancelled or director any provision therein to be amended, waived or modified. (d) If the Company or any of its successors or assigns (i) consolidates with or merges into any other Person and shall reimburse not be the party which has made payments 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 him or her hereunderany Person, but no reimbursement shall be required except then, and in each case, to the extent not assumed by operation of law, proper provision shall be made so that the total which he successors and assigns of the Company, as the case may be, shall assume the obligations set forth in this Section 6.11. (e) Nothing in this Agreement is intended to, shall be construed to or she shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has received from all sources is greater than the aggregate amount of his or her liability and expense with respect to that matter. The liability of Tenneco and Packaging been in existence with respect to the Company or any of its officers, directors, managers or employees, it being understood and agreed that the indemnification provided for in this Section 8.01 shall be joint and several as to the officer or director in question, but as between Tenneco and Packaging, such liability shall be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force, or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain in effect for a period of seven years and provide coverage for acts 6.11 is not prior to the distribution by directors and officers. Notwithstanding the or in substitution for any such claims under such policies. (f) The provisions of Section 9.12 hereof, the officers and directors covered by this Section 8.01 6.11 shall survive the Closing and are intended to be for the benefit of, and shall be deemed to be beneficiaries enforceable by, each of this Article VIII the Indemnified Company Parties, their heirs and their personal representatives and shall be entitled binding on all successors and permitted assigns of the Company and may not be terminated or amended in any manner adverse to enforce such Persons without their rights hereunder through legal action or otherwiseprior written consent.

Indemnification of Officers and Directors. Packaging (a) Parent and Tenneco shallMerger Sub agree that, subject to Applicable Law, all rights to exculpation or indemnification for acts or omissions occurring prior to the fullest Effective Time existing as of the date of this Agreement in favor of the current and former directors and officers of any Acquired Company and his or her heirs and personal representatives (each, a “D&O Indemnitee”), as provided in the Company’s or each of its Subsidiaries’ respective articles or certificates of incorporation or bylaws (or comparable organizational or governing documents) or in any agreement between any Acquired Company and such D&O Indemnitee, shall survive the Transaction and shall continue in full force and effect in accordance with their terms following the Effective Time, and Parent shall cause the Surviving Corporation to fulfill and honor such obligations to the maximum extent permitted by lawApplicable Law. In addition, indemnifyfor a period of six years following the Effective Time, defend Parent shall, and save harmless shall cause the persons who were officers Surviving Corporation and directors its Subsidiaries to, cause the certificate of Tenneco Inc.incorporation and bylaws (or comparable organizational or governing documents) of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification and exculpation that are at least as favorable as the Table of Contents indemnification and exculpation provisions contained in the certificate of incorporation and bylaws (or comparable organizational or governing documents) of the Company and its Subsidiaries, as applicable, immediately prior to the Distribution DateEffective Time, and during such six-year period, such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights of any D&O Indemnitee, except as required by Applicable Law. (b) Prior to the Effective Time, the Company shall obtain and fully pay the premium for the non-cancellable extension of the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies and the Company’s existing fiduciary liability insurance policies (collectively, the “D&O Insurance”), in each case for a claims reporting or discovery period of at least six years from and against any and all liability (including any judgments, losses, damages, civil penalties, excise taxes, interest and any other form of liability or expense of any kind) or claim of liability (as defined above and including any investigatory action) to which they may be subjected by reason of any act alleged to have been done or omitted to be done in connection with their service as officers and directors of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense shall be selected by the indemnified officer or director. Defense costs shall be indemnified as incurred in the course of the defense or investigation. The remedies provided by this Section 8.01 shall be cumulative and without prejudice to the assertion of any other rights. To the extent that an officer or director receives payment under any liability insurance or other indemnification arrangement Effective Time with respect to a matter covered by this Section 8.01, that officer any claim related to any period of time at or director shall reimburse the party which has made payments to him or her hereunder, but no reimbursement shall be required except prior to the extent that Effective Time from an insurance carrier with the total which he same or she has received from all sources is greater than better credit rating as the aggregate amount of his or her liability and expense Company’s current D&O Insurance carrier with respect to directors’ and officers’ liability insurance in an amount and scope at least as favorable as the Company’s existing policies; provided, however, that matter. The liability in no event shall the cost of Tenneco and Packaging such policies exceed 250% of the last annual premium paid therefor prior to the Effective Time; provided further, that if the annual premiums of such insurance coverage exceed such amount, the Company shall be obligated to obtain a policy with the greatest coverage available, with respect to matters occurring prior to the Effective Time, for a cost not exceeding such amount. (c) The provisions of this Section 7.05 shall survive the Closing and are intended to be for the benefit of, and enforceable by, each D&O Indemnitee, and nothing in this Agreement shall affect any indemnification provided rights that any such D&O Indemnitee may have under the certificate of incorporation or bylaws of any Acquired Company or any Contract or Applicable Law. Notwithstanding anything in this Agreement to the contrary, the obligations under this Section 7.05 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnitee without the consent of such D&O Indemnitee. (d) In the event that the Company, the Surviving Corporation or any of their Subsidiaries (or any of their respective successors or assigns) shall consolidate or merge with any other person and shall not be the continuing or surviving corporation or entity in such consolidation or merger, or transfers at least fifty percent (50%) of its properties and assets to any other person, then in each case proper provision shall be made so that the continuing or surviving corporation or entity (or its successors or assigns, if applicable), or transferee of such assets, as the case may be, shall, unless such corporation or entity (or its successors or assigns, if applicable) is otherwise bound by the obligations set forth in this Section 8.01 shall be joint and several as to 7.05 by Applicable Law, assume the officer or director obligations set forth in question, but as between Tenneco and Packaging, such liability shall be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force, or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain in effect for a period of seven years and provide coverage for acts prior to the distribution by directors and officers. Notwithstanding the provisions of Section 9.12 hereof, the officers and directors covered by this Section 8.01 shall be and shall be deemed to be beneficiaries of this Article VIII and shall be entitled to enforce their rights hereunder through legal action or otherwise7.05.

Indemnification of Officers and Directors. Packaging (a) From and Tenneco shallafter the Effective Time until the sixth (6th) anniversary thereof, the Purchaser shall (i) cause the Surviving Corporation to fulfill and honor in all respects to the fullest extent permitted by lawavailable under applicable Law the obligations of the Company pursuant to any indemnification provisions under the Organizational Documents of the Company as in effect on the date of this Agreement and pursuant to any indemnity agreements between the Company and each Person who is now, indemnify, defend and save harmless the persons who were officers and directors of Tenneco Inc., immediately or has been at any time prior to the Distribution Date, from and against any and all liability (including any judgments, losses, damages, civil penalties, excise taxes, interest and any other form date of liability this Agreement or expense of any kind) or claim of liability (as defined above and including any investigatory action) to which they may be subjected by reason of any act alleged to have been done or omitted to be done in connection with their service as officers and directors of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense shall be selected by the indemnified officer or director. Defense costs shall be indemnified as incurred in the course of the defense or investigation. The remedies provided by this Section 8.01 shall be cumulative and without prejudice becomes prior to the assertion of any other rights. To the extent that Effective Time, an officer or director receives payment under any liability insurance of the Company, as in effect on the date of this Agreement and made available by the Company to Purchaser prior to the date hereof and (ii) cause the Organizational Documents of Merger Sub and the Surviving Corporation to contain the same (or other indemnification arrangement substantially similar) provisions with respect to a matter covered by indemnification and exculpation from liability set forth in the Company’s Organizational Documents on the date of this Section 8.01Agreement, which provisions shall not be amended, repealed or otherwise modified after the Effective Time in any manner that could adversely affect the rights thereunder of any Person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective time, an officer or director of the Company (the “D&O Indemnified Parties”). (b) Prior to the Closing, the Company shall reimburse obtain, and the party which has made payments to him or her hereunder, but no reimbursement costs and expenses thereof shall be required except to the extent that the total which he included as Transaction Expenses, prepaid “tail” or she has received from all sources is greater than the aggregate amount of his or her liability and expense other insurance policies with respect to that matter. The directors’ and officers’ liability of Tenneco and Packaging insurance with respect to the indemnification provided in this Section 8.01 shall be joint and several as acts or omissions existing or occurring at or prior to the officer or director Effective Time in questionan amount and scope at least as favorable as the coverage applicable to directors and officers as of the Effective Time under the Company’s directors’ and officers’ liability insurance policy, but as between Tenneco and Packaging, such liability shall be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force, or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain in effect for a period of seven six (6) years after the Effective Time. (c) This Section 7.12 shall survive the consummation of the Merger and provide coverage for acts prior the Effective Time, is intended to benefit and may be enforced by the distribution by directors and officers. Notwithstanding the provisions of Section 9.12 hereofCompany, the officers Purchaser, the Surviving Corporation and directors covered by this Section 8.01 shall be the D&O Indemnified Parties, and shall be deemed to be beneficiaries binding on all successors and assigns of this Article VIII the Purchaser and the Surviving Corporation. If the Purchaser or the Surviving Corporation or any of their successors or assigns (i) consolidates with or merges into any other Person and shall not be entitled the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of their assets and Intellectual Property to enforce their rights hereunder through legal action any person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of the Purchaser or otherwisethe Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 7.12.

Indemnification of Officers and Directors. Packaging and Tenneco shall, to the fullest extent permitted by law, indemnify, defend and save harmless the persons who were officers and directors of Tenneco Inc., immediately prior to the Distribution Date, from and against any and all liability (including any judgments, losses, damages, civil penalties, excise taxes, interest and any other form of liability or expense of any kind) or claim of liability (as defined above and including any investigatory action) to which they may be subjected by reason of any act alleged to have been done or omitted to be done in connection with their service as officers and directors of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense shall be selected by the indemnified officer or director. Defense costs shall be indemnified as incurred in the course of the defense or investigation. The remedies provided by this Section 8.01 shall be cumulative and without prejudice to the assertion of any other rights. To the extent that an officer or director receives payment under any liability insurance or other indemnification arrangement with respect to a matter covered by this Section 8.01, that officer or director shall reimburse the party which has made payments to him or her hereunder, but no reimbursement shall be required except to the extent that the total which he or she has received from all sources is greater than the aggregate amount of his or her liability and expense with respect to that matter. The liability of Tenneco and Packaging with respect to the indemnification provided in this Section 8.01 shall be joint and several as to the officer or director in question, but as between Tenneco and Packaging, such liability shall be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force, or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain in effect for a period of seven ten years and provide coverage for acts prior to the distribution Distribution by directors and officers. Notwithstanding the provisions of Section 9.12 hereof, the officers and directors covered by this Section 8.01 shall be and shall be deemed to be beneficiaries of this Article VIII and shall be entitled to enforce their rights hereunder through legal action or otherwise.

Indemnification of Officers and Directors. Packaging For a period of six years following the Closing, Parent will cause the Company and Tenneco shallits Subsidiaries to, and the Company and its Subsidiaries will, continue to indemnify and hold harmless each present and former director and officer of the Company or any of its Subsidiaries against any Liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring on or prior to the Closing, whether asserted or claimed prior to, on or after the Closing, to the fullest extent that the Company would have been permitted by lawunder the DGCL or other Applicable Law, indemnifythe Company Charter and Company Bylaws and organizational or constitutional documents of the Company’s Subsidiaries, defend as applicable, in effect on the date hereof and save harmless in accordance with indemnification agreements set forth on Section 5.12 of the persons who were Disclosure Schedule between the Company and its Subsidiaries and their current and former directors and officers in effect on the date hereof, to indemnify such person (including the advancing of expenses as incurred to the fullest extent permitted under Applicable Law). Parent shall not, and directors shall cause the Surviving Corporation not to, amend the Company Charter, Company By-Laws or applicable organizational documents of Tenneco Inc.the Company’s Subsidiaries in a manner that would prevent the Surviving Corporation or its Subsidiaries from performing their obligations under this Section 5.12. The Company will, immediately with Parent’s prior written consent, such consent not to be unreasonably withheld, purchase a six (6) year extended reporting period endorsement (“reporting tail coverage”) under the Company’s existing directors’ and officers’ liability insurance policy, or a substantially similar policy, with respect to claims arising from facts or events that occurred on or prior to the Distribution DateEffective Time. In the event that the Surviving Corporation or its Subsidiaries, from and against any and all liability or their respective successors or assigns (including any judgments, losses, damages, civil penalties, excise taxes, interest and any other form of liability or expense of any kind) or claim of liability (as defined above and including any investigatory action) to which they may be subjected by reason of any act alleged to have been done or omitted to be done in connection with their service as officers and directors of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense shall be selected by the indemnified officer or director. Defense costs shall be indemnified as incurred in the course of the defense or investigation. The remedies provided by this Section 8.01 shall be cumulative and without prejudice to the assertion of any other rights. To the extent that an officer or director receives payment under any liability insurance or other indemnification arrangement with respect to substantially all of the assets of the Surviving Corporation or a matter covered by this Section 8.01Subsidiary) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or a majority of its properties and assets to any Person, that officer or director shall reimburse the party which has made payments to him or her hereunder, but no reimbursement then proper provision shall be required except to the extent made so that the total which he or she has received from all sources is greater than the aggregate amount of his or her liability successors and expense assigns (with respect to that matter. The liability substantially all of Tenneco and Packaging with respect the assets of the Surviving Corporation or a Subsidiary) of the Surviving Corporation or a Subsidiary shall succeed to the indemnification provided obligations set forth in this Section 8.01 shall be joint and several as to the officer or director in question, but as between Tenneco and Packaging, such liability shall be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force, or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain in effect for a period of seven years and provide coverage for acts prior to the distribution by directors and officers. Notwithstanding the provisions of Section 9.12 hereof, the officers and directors covered by this Section 8.01 shall be and shall be deemed to be beneficiaries of this Article VIII and shall be entitled to enforce their rights hereunder through legal action or otherwise5.12.

Indemnification of Officers and Directors. Packaging (a) For a period of six (6) years from the Effective Time, Parent agrees that all rights to indemnification, advancement of expenses and Tenneco shall, to the fullest extent permitted by law, indemnify, defend and save harmless the persons who were officers and directors of Tenneco Inc., immediately exculpation from liabilities for acts or omissions occurring at or prior to the Distribution Effective Time (whether asserted or claimed prior to, at or after the Effective Time) to the extent now existing in favor of the current or former directors or officers of any Acquired Company (the “Indemnified Persons”), including in the Company Charter and the Company’s bylaws, and any indemnification or other similar agreements of any Acquired Company, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms, and Parent shall cause the Acquired Companies to perform their obligations thereunder. (b) On or prior to the Closing Date, from the Company shall purchase “tail” directors’ and against any officers’ liability insurance policy(ies) (in respect of one or more of the current policies of directors’ and all officers’ liability (including any judgments, losses, damages, civil penalties, excise taxes, interest insurance maintained by or for the benefit of the Acquired Companies) for the Acquired Companies and any other form their current and former directors and officers who are currently covered by the directors’ and officers’ liability insurance coverage currently maintained by or for the benefit of liability or expense of any kind) or claim of liability (as defined above the Acquired Companies and including any investigatory action) to which they may be subjected by reason of any act alleged to have been done other terms not less favorable to the insured persons than the directors’ and officers’ liability insurance coverage currently maintained by or omitted to be done in connection with their service as officers and directors of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense shall be selected by the indemnified officer or director. Defense costs shall be indemnified as incurred in the course benefit of the defense or investigation. The remedies provided by this Section 8.01 shall be cumulative and without prejudice to the assertion of any other rights. To the extent that an officer or director receives payment under any liability insurance or other indemnification arrangement Acquired Companies with respect to a matter covered by this Section 8.01, claims arising from facts or events that officer occurred at or director before the Effective Time; provided that in no event shall reimburse the party which has made payments cost of any such tail policy(ies) exceed an amount equal to him or her hereunder, but no reimbursement shall be required except to the extent that the total which he or she has received from all sources is greater than 300% of the aggregate amount annual premium most recently paid by or on behalf of his or her liability and expense with respect to that matter. The liability of Tenneco and Packaging the Company with respect to the indemnification provided primary policy that covers the Acquired Companies (the “Maximum Amount”) (such Maximum Amount, pro rated in respect of the policies that will be the subject of such tail coverage). (c) If Parent, any Acquired Company or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving Entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Parent or the Acquired Company, as applicable, shall use commercially reasonable efforts to cause proper provision to be made so that the successors and assigns of Parent or such Acquired Company, as applicable, assume the applicable obligations set forth in this Section 8.01 6.4. (d) The provisions of this Section 6.4 (i) shall survive the acceptance of Shares for payment pursuant to the Offer and the consummation of the Merger, (ii) are intended to be joint for the benefit of, and several will be enforceable by, each indemnified or insured party (including the Indemnified Persons), his or her heirs, successors, assigns and representatives, and (iii) are in addition to, and not in substitution for, any other rights to indemnification, advancement of expenses, exculpation or contribution that any such Person may have by contract or otherwise. Unless required by applicable Law, this Section 6.4 may not be amended, altered or repealed after the Offer Acceptance Time in such a manner as to adversely affect the officer rights of any Indemnified Person or director in question, but as between Tenneco and Packaging, such liability shall be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force, or cause one any of their respective subsidiaries to purchase and keep in forcesuccessors, director and officer "run-off" insurance policies that remain in effect for a period assigns or heirs without the prior written consent of seven years and provide coverage for acts prior to the distribution by directors and officers. Notwithstanding the provisions of Section 9.12 hereof, the officers and directors covered by this Section 8.01 shall be and shall be deemed to be beneficiaries of this Article VIII and shall be entitled to enforce their rights hereunder through legal action or otherwiseaffected Indemnified Person.

Indemnification of Officers and Directors. Packaging and Tenneco shall, 6.7.1. Subject to the fullest extent permitted by law, indemnify, defend and save harmless the persons who were officers and directors of Tenneco Inc., immediately prior to the Distribution DateSection 8.10, from and against after the Effective Time, Buyer shall cause the Surviving Corporation to fulfill and honor in all respects the obligations of the Company pursuant to any indemnification provisions under the Constitutive Documents of the Company as in effect on the date of this Agreement and pursuant to any indemnity agreements between the Company and such Person as in effect on the date of this Agreement (the Persons entitled to be indemnified pursuant to such provisions, and all liability (including any judgments, losses, damages, civil penalties, excise taxes, interest other current and any other form of liability or expense of any kind) or claim of liability (as defined above former directors and including any investigatory action) to which they may be subjected by reason of any act alleged to have been done or omitted to be done in connection with their service as officers and directors of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense shall be selected by the indemnified officer or director. Defense costs shall be indemnified as incurred in the course of the defense or investigationCompany, being referred to collectively as the “D&O Indemnified Parties”). The remedies provided by this Section 8.01 Buyer shall be cumulative cause the Constitutive Documents of Merger Sub and without prejudice the Surviving Corporation to the assertion of any other rights. To the extent that an officer or director receives payment under any liability insurance or other indemnification arrangement contain provisions with respect to a matter covered by this Section 8.01, indemnification and exculpation from liability that officer or director shall reimburse are substantially similar to those set forth in the party which has made payments to him or her hereunder, but no reimbursement shall be required except to Company’s Constitutive Documents on the extent that the total which he or she has received from all sources is greater than the aggregate amount date of his or her liability and expense with respect to that matter. The liability of Tenneco and Packaging with respect to the indemnification provided in this Section 8.01 shall be joint and several as to the officer or director in question, but as between Tenneco and Packaging, such liability shall be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force, which provisions shall not be amended, repealed or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain in effect otherwise modified for a period of seven six years after the Effective Time in any manner that could adversely affect the rights thereunder of any D&O Indemnified Party. 6.7.2. Solely to the extent the Company has bound a directors’ and provide officers’ liability insurance coverage for acts the D&O Indemnified Parties prior to the distribution by directors Effective Time, the Company shall obtain, prior to the Effective Time, a prepaid extended non-cancelable reporting period endorsement or a run-off policy under the Company’s existing directors’ and officers’ liability insurance coverage for the D&O Indemnified Parties that shall provide such D&O Indemnified Parties with coverage for six years following the Effective Time of not less than the existing coverage and have other terms not materially less favorable to the insured Persons than the directors’ and officers’ liability insurance coverage presently maintained by the Company (the “D&O Tail Policy”). Notwithstanding Buyer shall and shall cause the provisions Company to, (i) upon the request of Shareholders’ Representative, make any claim for coverage under any such policy and take any action reasonably requested by Shareholders’ Representative to obtain reimbursement for covered losses under any such policy or to otherwise enforce any such policy or any provision thereof, and (ii) notify Shareholders’ Representative of any material development which affects or limits the coverage available under the D&O Tail Policy. Buyer shall be solely responsible for the cost of the D&O Tail Policy, including the amount of the premium required to be paid for the D&O Tail Policy; provided, that Buyer shall not be required to pay an aggregate amount for the D&O Tail Policy in excess of [ * ] of the last annual premium paid by the Company prior to the Closing. Buyer shall, and shall cause the Surviving Corporation to, maintain such policy in full force and effect, and continue to honor the obligations thereunder. 6.7.3. This Section 9.12 hereof6.7 shall survive the consummation of the Merger and the Effective Time, is intended to benefit and may be enforced by the Company, Buyer, the officers Surviving Corporation and directors covered by this Section 8.01 shall be the D&O Indemnified Parties, and shall be deemed binding on all successors and assigns of Buyer and the Surviving Corporation. 6.7.4. The provisions of this Section 6.7 are intended to be beneficiaries of this Article VIII in addition to the rights otherwise available to the D&O Indemnified Parties by law, charter, statute, by-law or agreement, and shall operate for the benefit of, and shall be entitled to enforce enforceable by, each of the D&O Indemnified Parties, their rights hereunder through legal action or otherwiseheirs and their representatives.

Indemnification of Officers and Directors. Packaging (a) For a period of six years from and Tenneco shallafter the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) indemnify and hold harmless all past and present directors, officers and employees of the Company (collectively, the “Indemnified Persons”) to the same extent such individuals are indemnified as of the date of this Agreement by the Company pursuant to (i) applicable Law, and (ii) the Company’s Organizational Documents, as in existence on the date of this Agreement and listed in Section 3.2 of the Company Disclosure Schedule (collectively, the “D&O Indemnification Agreements”), arising out of acts or omissions in their capacity as directors, officers or employees of the Company occurring at or prior to the Effective Time. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Actions with respect to the matters subject to indemnification pursuant to this Section 6.1(a) in accordance with the procedures set forth in the Company’s Organizational Documents; provided, however, that the individual to whom expenses are advanced undertakes, to the fullest extent required by the KCL or by the applicable indemnification agreement or organizational document, to repay such advanced expenses to the Surviving Corporation if it is ultimately determined that such director, officer or employee is not entitled to indemnification under applicable Law or pursuant to the applicable indemnification agreement or organizational document. (b) For a period of six years from and after the Effective Time, to the extent permitted by lawapplicable Law the certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to exculpation, indemnifyindemnification and advancement of expenses of directors, defend and save harmless the persons who were officers and directors employees of Tenneco Inc., immediately the Company for periods at or prior to the Distribution Date, from and against any and all liability (including any judgments, losses, damages, civil penalties, excise taxes, interest and any other form of liability or expense of any kind) or claim of liability (as defined above and including any investigatory action) to which they may be subjected by reason of any act alleged to have been done or omitted to be done in connection with their service as officers and directors of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense shall be selected by the indemnified officer or director. Defense costs shall be indemnified as incurred Effective Time than are currently set forth in the course of the defense or investigation. The remedies provided by this Section 8.01 shall be cumulative and without prejudice to the assertion of any other rightsCompany’s Organizational Documents. To the extent permitted by applicable Law, the D&O Indemnification Agreements shall continue in full force and effect in accordance with their terms following the Effective Time. (c) Prior to the Effective Time, the Company shall bind and purchase directors and officers runoff insurance coverage (the “D&O Runoff Insurance”), which by its terms shall survive the Merger for not less than six years for the benefit of the Company and the Company’s past and present directors and/or officers that an officer or director receives payment are insured under any the Company’s current directors’ and officers’ liability insurance or other indemnification arrangement with respect to a matter covered by this Section 8.01, that officer or director shall reimburse policy in effect as of the party which has made payments to him or her hereunder, but no reimbursement shall be required except to the extent that the total which he or she has received from all sources is greater than the aggregate amount date of his or her liability and expense with respect to that matter. The liability of Tenneco and Packaging with respect to the indemnification provided in this Section 8.01 shall be joint and several as to the officer or director in question, but as between Tenneco and Packaging, such liability shall be allocated as provided under this Agreement. Tenneco The D&O Runoff Insurance shall provide coverage for the Company and Packaging each jointly such individuals in their capacity as directors, officers and/or employees of the Company prior to the Effective Time that is not less favorable in the aggregate than the Company’s existing directors and severally agrees officers policy (true and complete copies of which have been made available to purchase Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage. The Surviving Corporation shall maintain the D&O Runoff Insurance in full force and keep in force, or cause one of their respective subsidiaries effect and continue to purchase and keep in force, director and officer "run-off" insurance policies that remain in effect honor the obligations thereunder for a period of seven six years and provide coverage after the Effective Time or, if such policies are terminated or cancelled during such six-year period, obtain (subject to the limitations set forth in the next sentence) alternative D&O Runoff Insurance on substantially similar terms as set forth in this Section 6.1(c). Neither the Company nor the Surviving Corporation shall be required to pay an annual premium for acts the D&O Runoff Insurance in excess of 125% (the “Maximum Amount”) of the last annual premium paid prior to the distribution by directors date of this Agreement (it being understood and officers. Notwithstanding agreed that in the provisions event the cost of Section 9.12 hereofsuch D&O Runoff Insurance exceeds the Maximum Amount, in the aggregate, the officers Company shall remain obligated to provide, and directors covered by the Surviving Corporation shall be obligated to maintain, the broadest D&O Runoff Insurance coverage as may be obtained for the Maximum Amount). The Company and Indemnified Persons may be required to make reasonable application and provide reasonable and customary representations and warranties to applicable insurance carriers for the purpose of obtaining such D&O Runoff Insurance. Parent shall upon written request furnish a copy of such insurance policy to each beneficiary of such policy. (d) In the event the Surviving Corporation or their respective successors or assigns (i) consolidate with or merge into any other Person and are not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfer all or substantially all of their properties and assets to any Person, then proper provision shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, shall assume the obligations set forth in this Section 8.01 6.1, without relieving Parent of its obligations under this Section 6.1. (e) The obligations under this Section 6.1 shall not be terminated or modified in such a manner as to adversely affect in any material respect any indemnitee to whom this Section 6.1 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 6.1 applies shall be and shall be deemed to be (if the Closing occurs) third party beneficiaries of this Section 6.1). (f) Notwithstanding the foregoing, to the extent (i) the D&O Runoff Insurance provides coverage for the Company (as opposed to its current or former officers and directors), and (ii) a Company claim arises that could be made and covered under the D&O Runoff Insurance that also constitutes a breach by the Company or its stockholders of representations and warranties in Article VIII 3 of this Agreement, Parent may determine whether to make a claim on behalf of the Company under the D&O Runoff Insurance or first seek indemnification pursuant to Article 10 of this Agreement. If Parent elects to proceed first under Article 10, to the extent any proceeds are available from such D&O Runoff Insurance, such proceeds will be first made available to Parent as part of the indemnification of Parent, and after indemnification of Parent in full, Shareholders’ Representative shall be entitled to enforce their rights hereunder through legal action or otherwisemake a claim under such D&O Runoff Insurance on behalf of the Company to recoup sums paid to the directors and officers.

Indemnification of Officers and Directors. Packaging (a) From the Effective Time, Parent will, and Tenneco shallwill cause the Surviving Corporation to, fulfill and honor in all respects the obligations of the Company pursuant to (i) each indemnification agreement in effect at such time between the fullest extent permitted by law, indemnify, defend Company and save harmless each person who is or was a director or officer of the persons who were officers and directors of Tenneco Inc., immediately Company at or prior to the Distribution Date, from Effective Time and against (ii) any and all liability indemnification provisions under the Company's Restated Certificate of Incorporation or Bylaws as each is in effect on the date hereof (including any judgments, losses, damages, civil penalties, excise taxes, interest and any other form of liability or expense of any kind) or claim of liability (as defined above and including any investigatory action) to which they may be subjected by reason of any act alleged to have been done or omitted the persons to be done indemnified pursuant to the agreements or provisions referred to in connection with their service as officers clauses (i) and directors (ii) of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense this Section 5.6 shall be selected by referred to as, individually, the indemnified officer or director. Defense costs shall be indemnified as incurred in the course "Indemnified Party.") The Certificate of Incorporation and Bylaws of the defense or investigation. The remedies provided by this Section 8.01 Surviving Corporation shall be cumulative and without prejudice to contain the assertion of any other rights. To the extent that an officer or director receives payment under any liability insurance or other indemnification arrangement provisions with respect to a matter covered by indemnification and exculpation from liability set forth in the Company's Certificate of Incorporation and Bylaws on the date of this Section 8.01Agreement which provisions shall not be amended, that officer repealed or director shall reimburse the party which has made payments to him or her hereunder, but no reimbursement shall be required except to the extent that the total which he or she has received from all sources is greater than the aggregate amount of his or her liability and expense with respect to that matter. The liability of Tenneco and Packaging with respect to the indemnification provided in this Section 8.01 shall be joint and several as to the officer or director in question, but as between Tenneco and Packaging, such liability shall be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force, or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain in effect otherwise modified for a period of seven six years after the Effective Time in any manner that would adversely affect the rights thereunder of any Indemnified Party, unless required by applicable law. In addition, the terms of the existing indemnification agreements entered into by the Company and provide coverage its officers and directors as of the date of this Agreement shall not be terminated by Parent or the Surviving Corporation for a period of six years after the Effective Time, unless required by applicable law. (b) From the Effective Time until the third anniversary of the Effective Time, the Surviving Corporation shall maintain in effect, for the benefit of the current directors and officers of the Company with respect to acts or omissions occurring prior to the distribution by directors Effective Time, the existing policy of directors' and officers' liability insurance maintained by the Company as of the date of this Agreement (the "Existing Policy"); provided, however, that (i) the Surviving Corporation may 45 52 substitute for the Existing Policy a policy or policies of comparable coverage, and (ii) the Surviving Corporation shall not be required to pay an annual premium for the Existing Policy (or for any substitute policies) in excess of $150,000. Notwithstanding In the provisions of Section 9.12 hereofevent any future annual premium for the Existing Policy (or any substitute policies) exceeds $150,000, the officers and directors covered by this Section 8.01 shall be and shall be deemed to be beneficiaries of this Article VIII and Surviving Corporation shall be entitled to enforce their rights hereunder through legal action reduce the amount of coverage of the Existing Policy (or otherwiseany substitute policies) to the amount of coverage that can be obtained for a premium equal to $150,000. (c) This Section 5.6 shall survive the consummation of the Merger at the Effective Time and is intended to be for the benefit of the Company, Parent, the Surviving Corporation and each Indemnified Party and such Indemnified Party's heirs and representatives and shall be binding on all successors and assigns of Parent and the Surviving Corporation.

Indemnification of Officers and Directors. Packaging (a) Purchaser agrees that all rights to indemnification for acts or omissions occurring prior to the Closing Date now existing in favor of the current or former directors and Tenneco shallofficers of the Company and the Subsidiaries currently indemnified by the Company and the Subsidiaries (collectively, the "COVERED PERSONS") as provided as of the date hereof in their respective Charter Documents, individual indemnity agreements, board resolutions or otherwise, to the extent described on Schedule 5.14(d), shall survive the transactions contemplated herein and shall continue in full force and effect in accordance with their terms, but solely with respect to claims by Persons other than the parties to this Agreement, for a period of not less than six years from the Closing Date. Purchaser and the Company shall not amend, repeal or otherwise modify such arrangements in any manner that would adversely affect the rights of the Covered Persons thereunder with respect to indemnification for claims by Persons other than the parties to this Agreement. (b) Purchaser shall cause the Company and the Subsidiaries to honor, to the fullest extent permitted by lawapplicable Legal Requirements, indemnify, defend all of the Company's obligations and save harmless the persons who were officers and directors of Tenneco Inc., immediately Subsidiaries' obligations to indemnify (including any obligations to advance funds for expenses) the Covered Persons for acts or omissions by such Covered Persons occurring prior to the Distribution Date, from and against any and all liability (including any judgments, losses, damages, civil penalties, excise taxes, interest and any other form of liability or expense of any kind) or claim of liability (as defined above and including any investigatory action) to which they may be subjected by reason of any act alleged to have been done or omitted to be done in connection with their service as officers and directors of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense shall be selected by the indemnified officer or director. Defense costs shall be indemnified as incurred in the course of the defense or investigation. The remedies provided by this Section 8.01 shall be cumulative and without prejudice to the assertion of any other rights. To the extent that an officer or director receives payment under any liability insurance or other indemnification arrangement with respect to a matter covered by this Section 8.01, that officer or director shall reimburse the party which has made payments to him or her hereunder, but no reimbursement shall be required except Closing Date to the extent that such obligations of the total which he Company exist on the date of this Agreement, whether pursuant to Charter Documents of the Company or she has received from all sources is greater than any Subsidiary, individual indemnity agreements, board resolutions or otherwise, to the aggregate amount of his or her liability and expense extent described on Schedule 5.14(d), but solely with respect to that matter. The liability claims by Persons other than the parties to this Agreement, and such obligations shall survive the Closing and shall continue in full force and effect in accordance with the terms of Tenneco and Packaging such arrangements until the expiration of the applicable statute of limitations with respect to any claims by Persons other than the parties to this Agreement against such Covered Persons arising out of such acts or omissions; provided, however, that such indemnification provided in this rights shall not apply to any Covered Person with respect to any liability that such Covered Person is obligated to indemnify Purchaser or any Purchaser Indemnitee under Section 8.01 shall be joint and several as to the officer or director in question, but as between Tenneco and Packaging, such liability shall be allocated as provided under 10.2 of this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force, or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain in effect for a period of seven years and provide coverage for acts prior to the distribution by directors and officers. Notwithstanding the provisions of Section 9.12 hereof, the officers and directors covered by this Section 8.01 shall be and shall be deemed to be beneficiaries of this Article VIII and shall be entitled to enforce their rights hereunder through legal action or otherwise.

Indemnification of Officers and Directors. Packaging (a) From and Tenneco shallafter the Effective Time until the six (6)-year anniversary of the Closing, Parent shall cause the Surviving Corporation to the fullest extent permitted by law, indemnify, defend (i) indemnify and save hold harmless the persons individuals who were officers and directors of Tenneco Inc., immediately at any time prior to the Distribution DateEffective Time were directors or officers of the Company (collectively, from and the “Indemnified Parties”) against any and all liability costs or expenses (including any reasonable attorneys’ fees and disbursements), judgments, fines, losses, damagesclaims, civil penaltiessettlements, excise taxes, interest and any other form of liability damages or expense of any kind) liabilities in connection with actions or claim of liability (as defined above and including any investigatory action) to which they may be subjected by reason of any act omissions occurring or alleged to have been done occurred at or omitted to be done in connection with their service as officers and directors of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense shall be selected by the indemnified officer or director. Defense costs shall be indemnified as incurred in the course of the defense or investigation. The remedies provided by this Section 8.01 shall be cumulative and without prejudice prior to the assertion of any other rights. To the extent that an officer or director receives payment under any liability insurance or other indemnification arrangement Effective Time and advance expenses with respect to a matter covered by this Section 8.01thereto, that officer or director shall reimburse the party which has made payments to him or her hereunder, but no reimbursement shall be required except to the extent that the total which he or she has received from all sources is greater than the aggregate amount of his or her liability and expense with respect to that matter. The liability of Tenneco (ii) honor and Packaging with respect to the indemnification provided in this Section 8.01 shall be joint and several as to the officer or director in question, but as between Tenneco and Packaging, such liability shall be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force, or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain maintain in effect for a period of seven six (6) years from the Effective Time (A) all rights to advancement of expenses and provide coverage for acts indemnification of each Indemnified Party, in each case as provided, as applicable, in the certificate of incorporation and bylaws of the Company, and (B) all rights to advancement of expenses and indemnification in any indemnification agreements between the Company and any Indemnified Party entered into prior to the distribution date hereof and a copy of which has been provided to Parent. The certificate of incorporation and bylaws of the Surviving Corporation shall contain the provisions with respect to indemnification and advancement of expenses set forth in the Company Charter and the Company Bylaws, and any indemnification agreements between the Company and any Indemnified Party shall survive the Merger and shall continue in full force and effect in accordance with their terms, and such provisions and agreements shall not be amended, repealed or otherwise modified for a period of six (6) years after the Closing Date in any manner that would adversely affect the rights thereunder of the Indemnified Parties, unless such modification is required by directors applicable Legal Requirements or approved in writing by the applicable Indemnified Party. (b) Parent shall cause to be maintained in effect for not less than six (6) years from the Effective Time the policies of directors’ and officers. Notwithstanding ’ liability insurance maintained by the provisions Company as of Section 9.12 hereofthe date hereof (or such other insurance policy with substantially similar coverage and with terms and conditions that are not less advantageous in any material respect than the Company’s existing policies), a list of which is set forth on Part 3.19 of the Company Disclosure Schedule, for the Indemnified Parties and any other employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time with respect to matters occurring or alleged to have occurred at or prior to the Effective Time (including the Transactions); provided, however, that, in lieu of the purchase of such insurance by Parent or the Surviving Corporation, the officers Company may at its option prior to the Effective Time instruct its authorized insurance broker to procure for the Company a fully prepaid, non-cancellable six (6)-year run-off program for directors’ and directors covered by officers’ liability insurance providing the same coverage with respect to matters occurring at or prior to the Effective Time and obtained from the same or similar insurance carriers that currently provide the Company’s director and officer liability insurance; provided further, that the Company’s procurement of such fully prepaid run-off policy in accordance with this Section 8.01 shall be and sentence shall be deemed to satisfy in full the obligations of Parent and Surviving Corporation pursuant to this Section 6.2(b). (c) If Parent, the Surviving Corporation or any of their successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving Person of such consolidation or merger or (ii) transfers or conveys all or a majority of its properties and assets to any Person, then, and in each such case, proper provision shall be beneficiaries made so that the successors, assigns and transferees of Parent or the Surviving Corporation or their respective successors or assigns, as the case may be, assume the obligations set forth in this Section 6.2. (d) The provisions of this Article VIII Section 6.2 shall survive the acceptance of Shares for payment pursuant to the Offer and the consummation of the Merger and are (i) intended to be for the benefit of, and shall be entitled enforceable by, each of the Indemnified Parties and their successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to enforce their rights hereunder through legal action indemnification or contribution that any such Person may have by contract or otherwise. Notwithstanding anything herein to the contrary, (A) the obligations of Parent and the Surviving Corporation or their respective successors shall be subject to any limitation imposed by applicable Legal Requirements (including any limitation on the Company’s ability to indemnify its own directors and officers and others), and (B) Parent shall have no obligation to maintain the existence of the Surviving Corporation following the Effective Time.

Indemnification of Officers and Directors. Packaging (a) From the Effective Time and Tenneco shalluntil the six year anniversary of the Effective Time (the “Tail Period”), Parent and the Surviving Company shall indemnify and hold harmless, to the fullest extent permitted by lawapplicable Legal Requirements, indemnifyeach present and former director and officer of Parent, defend the Company or any of their respective Subsidiaries and save harmless each natural person who served as a director, officer, member, trustee or fiduciary of another Person if such service was at the request of Parent, the Company or any of their respective Subsidiaries (collectively, and together with such Person’s heirs, executors or administrators, the “Indemnified Persons”), against any costs or expenses, including attorneys’ fees (including the advancement of such costs and expenses), judgments, fines, losses, claims, damages, liabilities or settlements incurred in connection with any Legal Proceeding arising out of or related to such Indemnified Persons’ service as a director or officer of Parent, the Company or their respective Subsidiaries or services performed by such natural persons who were officers and directors at the request of Tenneco Inc.Parent, immediately the Company or their respective Subsidiaries at or prior to the Distribution DateEffective Time, whether asserted or claimed prior to, at or after the Effective Time, including actions to enforce this provision or any other indemnification or advancement right of any Indemnified Person. (b) All rights to indemnification, advancement or expenses and exculpation from liabilities for acts or omissions under Parent’s and the Company’s Organizational Documents or indemnification Contracts or undertakings existing in favor of the Indemnified Persons, as applicable, shall survive the Merger and shall be observed by Parent and the Surviving Company without any further action (and Parent shall fully guarantee the performance and payment thereof by the Surviving Company). Without limiting the foregoing, Parent, from and against any after the Effective Time, shall cause, unless otherwise required by applicable Legal Requirements, the Organizational Documents of Parent and all liability (including any judgments, losses, damages, civil penalties, excise taxes, interest and any other form of liability or expense of any kind) or claim of liability (as defined above and including any investigatory action) the Surviving Company to which they may be subjected by reason of any act alleged to have been done or omitted to be done in connection with their service as officers and directors of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense shall be selected by the indemnified officer or director. Defense costs shall be indemnified as incurred in the course of the defense or investigation. The remedies provided by this Section 8.01 shall be cumulative and without prejudice contain provisions no less favorable to the assertion of any other rights. To the extent that an officer or director receives payment under any liability insurance or other indemnification arrangement Indemnified Persons with respect to limitation of liabilities of directors and officers and indemnification than are set forth as of the date of this Agreement in the Organizational Documents of Parent and the Company, as applicable, which provisions shall not be amended, repealed or otherwise modified in a matter covered manner that would adversely affect the rights thereunder of the Indemnified Persons. (c) Parent shall purchase tail policies to the current directors’ and officers’ liability insurance maintained on the date of this Agreement by this Section 8.01Parent and the Company, that officer or director shall reimburse the party as applicable, which has made payments to him or her hereunder, but no reimbursement tail policies (i) shall be required except to from one or more insurance carriers with the extent that same or better credit rating as Parent’s or the total which he or she has received from all sources is greater than the aggregate amount of his or her liability and expense Company’s insurance carrier, as applicable, with respect to directors’ and officers’ liability insurance and fiduciary liability insurance, (ii) shall be effective from the Effective Time through and including the date six years after the Closing Date with respect to claims arising from facts or events that matter. The existed or occurred prior to or at the Effective Time, with terms, conditions, retentions and limits of liability of Tenneco that are at least as favorable to the insureds as Parent’s or the Company’s existing director and Packaging officer policies, as applicable, with respect to claims arising from facts, events, acts or omissions that occurred on or prior to the Effective Time, and (iii) with respect to the indemnification policy obtained for the Company’s directors and officers, shall be reasonably acceptable to the Company. If Parent for any reason fails to obtain such tail insurance policies as of the Effective Time, Parent shall (i) continue to maintain in effect for the Tail Period the directors’ and officers’ liability insurance and fiduciary liability insurance maintained as of the date of this Agreement, or (ii) purchase comparable directors’ and officers’ liability insurance and fiduciary liability insurance for the Tail Period, in each case with terms, conditions, retentions and limits of liability that are at least as favorable as those provided in Parent’s or the Company’s existing director and officer policies, as applicable; provided that in connection with such insurance policies, Parent shall not pay in respect of any one policy year annual premiums in excess of 400% of the current annual premiums paid by Parent and the Company, as applicable, set forth in Section 5.16(c) of the Parent Disclosure Schedule and Section 5.16(c) of the Company Disclosure Schedule, respectively, but in such case Parent shall purchase the maximum amount of coverage that can be obtained for 400% of the current annual premiums paid by Parent and the Company, as applicable. (d) Prior to or in connection with the Closing, the Company may purchase, subject to Parent’s consent (which shall not be unreasonably withheld, conditioned or delayed), “go-forward” directors’ and officers’ insurance to cover the post-Closing directors and officers of Parent. From and after the date of this Agreement, Parent and the Company shall cooperate in good faith with respect to any efforts to obtain such “go-forward” directors’ and officers’ insurance, and the Company shall include Parent in all communications with an insurance broker mutually selected by Parent and the Company and any underwriters regarding the placement of such “go-forward” directors’ and officers’ insurance. (e) If Parent or the Surviving Company or any of its respective successors or assigns (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving Person of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any Person then, and in each such case, proper provisions shall be made so that the successors and assigns of Parent or the Surviving Company, respectively, shall assume all of the obligations set forth in this Section 8.01 5.16. Nothing in this Agreement is intended to, shall be joint construed to or shall release, waive or impair any rights to directors’ and several as officers’ insurance claims under any policy that is or has been in existence with respect to Parent, the officer Company or director in question, but as between Tenneco and Packaging, such liability shall be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force, or cause one any of their respective subsidiaries to purchase and keep in forceSubsidiaries or their respective officers, director and officer "run-off" insurance policies that remain in effect for a period of seven years and provide coverage for acts prior to the distribution by directors and officers. Notwithstanding employees, it being understood and agreed that the provisions of Section 9.12 hereof, the officers and directors covered by indemnification provided for in this Section 8.01 5.16 is not prior to, or in substation for, any claims under any such policies. (f) This Section 5.16 shall be survive the consummation of the Merger and continue in full force and effect and is intended to benefit, and shall be deemed enforceable by, each Indemnified Person as a third-party beneficiary. The rights of the Indemnified Persons under this Section 5.16 are in addition to be beneficiaries any rights such Indemnified Persons may have under the Organizational Documents of this Article VIII and shall be entitled to enforce Parent, the Company or any of their rights hereunder through legal action respective Subsidiaries, as applicable, or otherwiseunder any applicable Contracts or Legal Requirements.

Indemnification of Officers and Directors. Packaging (a) From and Tenneco shallafter the Effective Time, Parent shall cause the Surviving Corporation to fulfill and honor in all respects the fullest extent permitted by law, indemnify, defend obligations of the Company pursuant to any indemnification provisions under the certificate of incorporation and save harmless bylaws of the Company as in effect on the date of this Agreement and pursuant to any indemnity agreements between the Company and such person as in effect on the date of this Agreement (the persons who were entitled to be indemnified pursuant to such provisions, and all other current and former directors and officers of the Company, being referred to collectively as the “D&O Indemnified Parties”). From and directors after the Effective Time through the sixth anniversary of Tenneco Inc.the of the date the Effective Time occurs, immediately Parent shall cause the certificate of incorporation and bylaws of Merger Sub and the Surviving Corporation to contain the provisions with respect to indemnification and exculpation from liability set forth in the Company’s certificate of incorporation and bylaws on the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified during such period in any manner that would adversely affect the rights thereunder of any D&O Indemnified Party. Parent shall honor in accordance with their terms all indemnification agreements entered into by the Company with any current or former director, officer or agent that are in effect prior to the Distribution Dateexecution of this Agreement. (b) Parent and the Surviving Corporation jointly and severally agree to pay all expenses, from and against any and all liability (including any judgmentsattorneys’ fees, losses, damages, civil penalties, excise taxes, interest and any other form of liability or expense of any kind) or claim of liability (as defined above and including any investigatory action) to which they that may be subjected by reason of any act alleged to have been done or omitted to be done in connection with their service as officers and directors of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense shall be selected by the indemnified officer or director. Defense costs shall be indemnified as incurred D&O Indemnified Parties in enforcing the course of the defense or investigation. The remedies indemnity and other obligations provided by for in this Section 8.01 shall be cumulative and without prejudice 6.8, provided that such D&O Indemnified Parties are entitled to the assertion indemnities sought. For six years after the Effective Time, Parent shall maintain in effect the current level and scope of any other rights. To the extent that an officer or director receives payment under any directors’ and officers’ liability insurance or other indemnification arrangement with respect to a matter tail insurance policy of the same level or scope for the six year period, in each case covering those persons who are covered by this Section 8.01the Company’s directors’ and officers’ liability insurance policy as of the Effective Time (a copy of which has been heretofore delivered to Parent); provided, however, that officer or director in no event shall reimburse Parent be required to expend in any one year an amount in excess of 200% of the party which has made payments to him or her hereunderannual premium currently paid by the Company for such insurance, but no reimbursement and provided, further, that if the annual premiums of such insurance coverage exceed such amount, Parent shall be required except obligated to obtain a policy with the extent that the total which he or she has received from all sources is greater than the aggregate amount of his or her liability and expense with respect to that matter. The liability of Tenneco and Packaging with respect to the indemnification provided in this Section 8.01 shall be joint and several as to the officer or director in question, but as between Tenneco and Packaging, such liability shall be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force, or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain in effect greatest coverage available for a period cost not exceeding such amount. This Section 6.8 shall survive the consummation of seven years the Merger and provide coverage for acts prior the Effective Time, is intended to benefit and may be enforced by the distribution by directors Company, Parent the Surviving Corporation and officers. Notwithstanding the provisions of Section 9.12 hereofD&O Indemnified Parties, the officers and directors covered by this Section 8.01 shall be and shall be deemed to be beneficiaries binding on all successors and assigns of this Article VIII Parent and shall be entitled to enforce their rights hereunder through legal action or otherwisethe Surviving Corporation.

Indemnification of Officers and Directors. Packaging (a) Saffron and Tenneco shallMerger Sub agree that all rights to indemnification, to the fullest extent permitted by lawexculpation or advancement of expenses now existing in favor of, indemnify, defend and save harmless the persons who were officers and directors of Tenneco Inc., immediately prior to the Distribution Date, from and against any and all limitations on the personal liability (including any judgmentsof each present and former director, lossesofficer, damagesemployee, civil penaltiesfiduciary, excise taxesor agent of Saffron or the Company provided for in the respective organizational documents in effect as of the date hereof, interest and any other form of liability or expense of any kind) or claim of liability (as defined above and including any investigatory action) to which they may be subjected by reason of any act alleged to have been done or omitted shall continue to be done honored and in connection with their service as officers full force and directors of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense shall be selected by the indemnified officer or director. Defense costs shall be indemnified as incurred in the course of the defense or investigation. The remedies provided by this Section 8.01 shall be cumulative and without prejudice to the assertion of any other rights. To the extent that an officer or director receives payment under any liability insurance or other indemnification arrangement with respect to a matter covered by this Section 8.01, that officer or director shall reimburse the party which has made payments to him or her hereunder, but no reimbursement shall be required except to the extent that the total which he or she has received from all sources is greater than the aggregate amount of his or her liability and expense with respect to that matter. The liability of Tenneco and Packaging with respect to the indemnification provided in this Section 8.01 shall be joint and several as to the officer or director in question, but as between Tenneco and Packaging, such liability shall be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force, or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain in effect for a period of seven six (6) years after the Effective Time; provided, however, that all rights to indemnification in respect of any claims asserted or made within such period shall continue until the disposition of such claim. The certificate of incorporation of the Surviving Corporation will contain provisions with respect to indemnification, exculpation from liability and provide coverage for acts advancement of expenses that are at least as favorable as those currently in the Company Charter and Company Bylaws and during such six (6) year period following the Effective Time, Saffron shall not and shall cause the Surviving Corporation not to amend, repeal or otherwise modify such provisions in any manner that would materially and adversely affect the rights thereunder of individuals who at any time prior to the distribution Effective Time was a director, officer, employee, fiduciary, or agent of the Company in respect of actions or omissions occurring at or prior to the Effective Time, unless such modification is required by directors applicable Laws. From and after the Effective Time, Saffron and the Surviving Corporation also agree, jointly and severally, to indemnify and hold harmless the present and former officers, directors, employees, fiduciaries and agents of the Company in respect of acts or omissions occurring prior to the Effective Time to the extent (i) provided in any written indemnification agreements listed in Section 5.5(a) of the Company Disclosure Schedule between the Company and such individuals or (ii) required by the Company Charter or the Company Bylaws, in each case as in effect immediately prior to the Effective Time. (b) The Company shall purchase a six-year “tail” policy under the Company’s existing directors’ and officers. Notwithstanding ’ liability insurance policy, with an effective date as of the Closing. (c) The provisions of Section 9.12 hereof, the officers and directors covered by this Section 8.01 shall 5.5 are intended to be for the benefit of, and shall be deemed enforceable by, each of the Persons indemnified hereby, and his or her heirs and Representatives, and may not be amended, altered or repealed without the written consent of any such Person affected by such amendment, alteration or repeal. The provisions in this Section 5.5 are intended to be beneficiaries in addition to the rights otherwise available to the current directors, officers, employees, fiduciaries and/or agents of this Article VIII the Company by Laws, charters, bylaws or agreements. (d) If Saffron or the Surviving Corporation or any of the successors or assigns of Saffron or the Surviving Corporation (i) consolidates with or merges into any other Person and shall not be entitled 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 enforce their rights hereunder through legal action any Person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Saffron or otherwisethe Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 5.5.

Indemnification of Officers and Directors. Packaging (a) The Purchaser agrees that all rights to indemnification and Tenneco shall, to the fullest extent permitted by law, indemnify, defend and save harmless the persons who were officers and directors of Tenneco Inc., immediately exculpation from liabilities for acts or omissions occurring at or prior to the Distribution Date, from Closing and against any and all liability (including any judgments, losses, damages, civil penalties, excise taxes, interest and any other form rights to advancement of liability or expense expenses relating thereto now existing in favor of any kind) Person who is now, or claim of liability (as defined above and including has been at any investigatory action) to which they may be subjected by reason of any act alleged to have been done or omitted to be done in connection with their service as officers and directors of Tenneco Inc. and any related or affiliated entity, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense shall be selected by the indemnified officer or director. Defense costs shall be indemnified as incurred in the course of the defense or investigation. The remedies provided by this Section 8.01 shall be cumulative and without prejudice time prior to the assertion date of any other rights. To the extent that this Agreement, an officer or director receives payment under of the Company, or any of its predecessors (the “D&O Indemnified Persons”), as provided in any indemnification agreement between the Company and such D&O Indemnified Persons in effect as of the date hereof in the forms made accessible to the Purchaser prior to the date hereof, shall survive the Closing, and the Purchaser will cause the Surviving Corporation to honor and enforce such agreements. For the avoidance of doubt, however, this Section 5.06 shall not override or otherwise impair the Purchaser’s or other Purchaser Indemnified Parties right to seek indemnification in accordance with ARTICLE VII. (b) The Company shall obtain “tail” insurance policies with a claims period of at least six years from the Effective Time with a $1,000,000 aggregate coverage limit and otherwise substantially the same coverage and amount and containing terms and conditions that are not less advantageous to the directors and officers of the Company as the Company’s existing directors and officers liability insurance or other indemnification arrangement policies with respect to a matter covered claims arising out of or relating to events which occurred before or at the Effective Time (including in connection with the transactions contemplated by this Section 8.01Agreement) (the “D&O Tail Policy”). The cost of the D&O Tail Policy, that officer or director shall reimburse the party which has made payments to him or her hereunder, but no reimbursement shall be required except to the extent not paid prior to the Operative Time, shall be included in the determination of Estimated Transaction Expenses and Closing Transaction Expenses. During the term of the D&O Tail Policy, the Purchaser shall not (and shall cause the Surviving Corporation not to), without the prior written consent of the Stockholder Representative, take any action following the Closing to cause the D&O Tail Policy to be cancelled or any provision therein to be amended or waived; provided, however, that none of the total which he Purchaser, the Surviving Corporation, or she has received from all sources is greater any Affiliate thereof shall be obligated to pay any premiums or other amounts in respect of such D&O Tail Policy other than through satisfying the aggregate amount payment of Transaction Expenses at the Closing in accordance with this Agreement. (c) The provisions of this Section 5.06 (i) are intended to be for the benefit of, and shall be enforceable by, each D&O Indemnified Person and his or her liability heirs and expense with respect representatives, (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that matter. The liability of Tenneco any such Person may have by contract or otherwise and Packaging with respect to (iii) shall survive the indemnification provided in this Section 8.01 shall be joint and several as to the officer or director in question, but as between Tenneco and Packaging, such liability shall be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force, or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain in effect for a period of seven years and provide coverage for acts prior to the distribution by directors and officers. Notwithstanding the provisions of Section 9.12 hereof, the officers and directors covered by this Section 8.01 shall be and shall be deemed to be beneficiaries of this Article VIII and shall be entitled to enforce their rights hereunder through legal action or otherwiseClosing Date.

Indemnification of Officers and Directors. Packaging and Tenneco (a) If the Share Purchase is consummated, then until the seventh anniversary of the Closing Date, Purchaser shall, or shall cause the Company to, fulfill and honor in all respects the obligations of the Company and the Israeli Subsidiary to the fullest extent permitted by lawindividuals who are or were directors and/or officers as of or prior to the Closing (the “Company Indemnified Parties”) pursuant to any indemnification provisions under the Charter Documents as in effect on the Agreement Date and pursuant to any indemnification agreements listed on Schedule 2.12 of the Company Disclosure Letter, indemnify, defend with respect to claims arising out of matters occurring at or prior to the Closing (subject to applicable Legal Requirements). The Charter Documents of the Company and save harmless the persons who Israeli Subsidiary will contain provisions with respect to the exculpation and indemnification and expense advancement that are substantially the same as were officers and directors in effect as of Tenneco Inc., immediately prior to the Distribution Closing for the Company, which provisions will not be amended in any respect that would adversely affect the rights thereunder of the Company Indemnified Parties until seven (7) years from the Closing Date. (b) Prior to the Closing, from the Company or the Israeli Subsidiary will purchase, for the benefit of the Company Indemnified Parties, policies of directors’ and against officers’ and fiduciary liability “tail” or “run-off” insurance providing for such coverage as the Company may determine in its sole discretion prior to the Closing; provided, however, that any costs and all liability expenses related thereto shall be considered a Transaction Expense. Purchaser shall, and shall cause the Company to, maintain such policy in full force and effect, and continue to honor the obligations thereunder. (including any judgments, losses, damages, civil penalties, excise taxes, interest c) The provisions of clauses (a) and any other form (b) of liability or expense of any kind) or claim of liability (as defined above and including any investigatory action) to which they may be subjected by reason of any act alleged to have been done or omitted this Section ‎6.15 are intended to be done in connection with their service as officers for the benefit of, and directors of Tenneco Inc. and any related or affiliated entitywill be enforceable by, including all expenses reasonably incurred in their defense if Packaging and Tenneco fail to provide such defense after having been requested to do so in writing. Regardless of whether Packaging or Tenneco assumes such defense, counsel for such defense shall be selected by the indemnified officer or director. Defense costs shall be indemnified as incurred in the course of the defense or investigation. each Company Indemnified Party. (d) The remedies provided by covenants under this Section 8.01 ‎6.15 shall be cumulative and without prejudice to the assertion of any other rights. To the extent that an officer or director receives payment under any liability insurance or other not provide indemnification arrangement with respect to a matter covered Company Indemnified Party’s liability for a claim for indemnification made by an Indemnified Person for breaches of this Section 8.01Agreement by such Indemnified Person pursuant to ARTICLE 9 of this Agreement. (e) In the event that the Company or any of its respective successors or assigns consolidates with or merges into any other Person and is not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or a majority of their properties and assets to any Person, then, and in each such case, Purchaser shall cause proper provisions to be made so that officer or director the successors and assigns of the Company shall reimburse the party which has made payments to him or her hereunder, but no reimbursement shall be required except assume and succeed to the extent that the total which he or she has received from all sources is greater than the aggregate amount of his or her liability and expense with respect to that matter. The liability of Tenneco and Packaging with respect to the indemnification provided obligations set forth in this Section 8.01 6.16. The obligations of Purchaser and the Company under this Section ‎6.15 shall not be joint and several terminated or modified in such a manner as to adversely affect any Company Indemnified Party to whom this Section 6.16applies without the officer or director express written consent of such affected Company Indemnified Party. (f) Notwithstanding anything in question, but as between Tenneco and Packaging, such liability shall be allocated as provided under this Agreement. Tenneco and Packaging each jointly and severally agrees to purchase and keep in force, or cause one of their respective subsidiaries to purchase and keep in force, director and officer "run-off" insurance policies that remain in effect for a period of seven years and provide coverage for acts prior Section ‎6.15 to the distribution by directors and officers. Notwithstanding the provisions of Section 9.12 hereofcontrary, the officers and directors covered by this Section 8.01 shall be and shall be deemed to be beneficiaries of this Article VIII and no Person shall be entitled to enforce their rights hereunder through legal action indemnification pursuant to this Section ‎6.15 for any matter involving fraud by such Person in connection with this Agreement or otherwisethe transactions contemplated thereby.