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

Officers’ and Directors’ Indemnification. For a period of six (6) years after the Closing Date (and such additional period of time as may be necessary to fully and finally resolve any claims for indemnification which have been duly submitted prior to the six (6) year anniversary of the Closing Date), unless otherwise required by applicable Law, Rev will not, and will cause its Subsidiaries not to, amend, repeal, or modify any provision in any Contributor Subsidiary’s Governing Documents relating to indemnification, exculpation or advancement of expenses of present and former directors, managers, officers, or employees of any Contributor or Contributor Subsidiary or their predecessors (collectively, the “D&O Indemnified Parties”), in and to the extent of their capacities as such and not as equityholders, in any manner that would result in such provisions being less favorable to the D&O Indemnified Parties as in effect on the applicable Contribution Date. Further, Rev will, and will cause its Subsidiaries to, indemnify, and advance expenses to each D&O Indemnified Party, in and to the extent of their capacities as such and not as equityholders, in respect of actions, omissions or events through the applicable Contribution Date to the extent provided in such Contributor Subsidiary’s Governing Documents. Without limiting the generality of the preceding sentence, if any D&O Indemnified Party becomes involved in any actual or threatened action, suit, claim, Legal Proceeding or investigation covered by this

Officers’ and Directors’ Indemnification. (a) For a period of six (6) years after the Closing Date Effective Time (and such additional period of time as may be necessary to fully and finally resolve any claims for indemnification which have been duly submitted prior to the six (6) year anniversary of the Closing DateEffective Time), unless otherwise required by applicable Law, Rev will Parent shall not, and will shall cause its Subsidiaries the Surviving Corporation and each Subsidiary not to, amend, repeal, repeal or modify any provision in any Contributor Subsidiary’s Governing Documents the Surviving Corporation or its Subsidiaries’ respective certificates of incorporation or formation, bylaws or limited liability company agreements (or equivalent organizational documents) relating to indemnification, exculpation or advancement of expenses of present and former directors, managers, officers, officers or employees of the Surviving Corporation, the Company or any Contributor or Contributor Subsidiary of their Subsidiaries or their respective predecessors (collectively, the “D&O Indemnified Parties”), in and to the extent of their capacities as such and not as equityholders, in any manner that would result in such provisions being materially less favorable to the D&O Indemnified Parties as in effect on the applicable Contribution Datedate hereof. FurtherIn addition, Rev willSurviving Corporation shall, and will Parent shall cause the Surviving Corporation to, honor all advancement obligations owed by it and its Subsidiaries to, indemnify, and advance expenses to each D&O Indemnified Party, in and to the extent of their capacities as such and not as equityholders, in respect of actions, omissions or events through the applicable Contribution Date to the extent provided in such Contributor Subsidiary’s Governing Documents. Without limiting the generality of the preceding sentence, if any D&O Indemnified Party becomes involved in any actual under this Section 6.2, to the extent required by the certificates of incorporation or threatened actionformation, suitbylaws or limited liability company agreements and to the fullest extent permitted under applicable law governing such entities as of the Effective Time, claimprovided that the Person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law and applicable certificates of incorporation or formation, Legal Proceeding bylaws or investigation covered by thislimited liability company agreements.

Officers’ and Directors’ Indemnification. (a) For a period of six (6) years after the Closing Date Effective Time (and such additional period of time as may be necessary to fully and finally resolve any claims for indemnification which have been duly submitted prior to the six (6) year anniversary of the Closing DateEffective Time), unless otherwise required by applicable Law, Rev will Buyer shall not, and will shall cause the Company and each of its Subsidiaries not to, amend, repeal, repeal or modify any provision in any Contributor Subsidiarythe Company’s Governing Documents or its Subsidiaries’ respective certificate of incorporation or formation, bylaws or limited liability company agreement (or equivalent organizational documents) relating to indemnification, exculpation or advancement of expenses of present and former directors, managers, officers, officers or employees of the Company or any Contributor or Contributor Subsidiary of its Subsidiaries or their respective predecessors (collectively, the “D&O Indemnified Parties”), in and to the extent of their capacities as such and not as equityholders, ) in any manner that would result in such provisions being less favorable to the D&O Indemnified Parties as in effect on the applicable Contribution Datedate hereof. Further, Rev willfrom and after the Closing, Buyer and will cause its Subsidiaries to, the Surviving Company shall indemnify, and advance expenses to to, each D&O Indemnified Party, in and to the extent of their capacities as such and not (including service as equityholdersan officer, director, employee or other fiduciary of the Company or its Subsidiaries or of any other Person if such service was at the request or for the benefit of the Company or its Subsidiaries), in respect of actions, omissions or events through and including the applicable Contribution Date Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby) to the fullest extent provided in such Contributor Subsidiary’s Governing Documentspermitted by Law. Without limiting the generality of the preceding sentence, if any D&O Indemnified Party becomes involved in any actual or threatened action, suit, claim, Legal Proceeding or investigation covered by thisthis Section 6.4(a) after the Effective Time, Buyer and the Company shall, to the fullest extent permitted by Law, promptly advance to such D&O Indemnified Party his or her legal or other expenses prior to the final disposition thereof (including the cost of any investigation and preparation incurred in connection therewith). The Parties agree that the foregoing rights to indemnification and advancement shall also apply with respect to any action to enforce this provision and that all rights to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, in favor of the D&O Indemnified Parties as provided in the respective limited liability company agreement, certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries, or in any indemnification agreement in existence on the date of this Agreement, shall survive the Closing and shall continue in full force and effect in accordance with the terms thereof.