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

Officers' and Directors' Insurance; Indemnification. (a) For six (6) years from and after the Effective Time, Cascade shall maintain officers’ and directors’ liability insurance covering the persons who are presently covered by Home’s current officers’ and directors’ liability insurance policy with respect to actions, omissions, events, matters or circumstances occurring prior to the Effective Time, on terms which are at least substantially equivalent to the terms of said current policy and with an insurance carrier reasonably acceptable to Home, provided that it shall not be required to expend in the aggregate during the coverage period more than an amount equal to 200% of the annual premium most recently paid by Home (the “Insurance Amount”) to maintain or procure insurance coverage pursuant hereto, and further provided that if Cascade is unable to maintain or obtain the insurance called for by this Section 6.6(a), Cascade shall use commercially reasonable best efforts to obtain as much comparable insurance as is available for the Insurance Amount which may be in the form of tail coverage, or may request Home to obtain such tail coverage at Cascade’s expense prior to the Closing Date; provided, further, that officers and directors of Home or its Subsidiaries may be required to make application and provide customary representations and warranties to Cascade’s insurance carrier for the purpose of obtaining such insurance. (b) For a period of six (6) years from and after the Effective Date, Cascade shall, and shall cause its Subsidiaries to, maintain and preserve the rights to indemnification of Home’s and its Subsidiaries’ officers, employees, directors and agents to the maximum extent permitted by any of the Home Articles, Home Bylaws, the governing documents of Home’s applicable Significant Subsidiaries, and applicable law with respect to indemnification for liabilities and claims arising out of acts, omissions, events, matters or circumstances occurring or existing prior to the Effective Time, including the Merger, to the extent such rights to indemnification are not in excess of that permitted by applicable state or federal laws or Regulatory Agencies. (c) In connection with the indemnification provided pursuant to Section 6.6(b), Cascade and/or a Cascade Subsidiary (i) will advance expenses, promptly after statements therefor are received, to each such indemnified person to the fullest extent permitted by law and Regulatory Agencies (provided the individual to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such individual is not entitled to indemnification), including the payment of the fees and expenses of one counsel with respect to a matter, and one local counsel in each applicable jurisdiction, if necessary or appropriate, selected by such indemnified person or multiple indemnified persons, it being understood that they collectively shall only be entitled to one counsel and one local counsel in each applicable jurisdiction where necessary or appropriate (unless a conflict shall exist between them in which case they may retain separate counsel), all such counsel shall be reasonably satisfactory to Cascade and (ii) will cooperate in the defense of any such matter. (d) This Section 6.6 shall survive the Effective Time, is intended to benefit each indemnified person (each of whom shall be entitled to enforce this Section against Cascade from and after the Effective Time), and shall be binding on all successors and assigns of Cascade. (e) In the event Cascade or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving company or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to one or more other persons, then, and in each such case, proper provision shall be made so that the successors and assigns of Cascade assume the obligations set forth in this Section 6.6.

Officers' and Directors' Insurance; Indemnification. (a) For Parent agrees --------------------------------------------------- that for the entire period from the Effective Time, until at least six (6) years from and after the Effective Time, Cascade shall maintain officers’ and directors’ liability insurance covering (i) Parent will cause the persons who are presently covered by Home’s current officers’ and directors’ liability insurance policy with respect to actions, omissions, events, matters or circumstances occurring prior to the Effective Time, on terms which are at least substantially equivalent to the terms of said current policy and with an insurance carrier reasonably acceptable to Home, provided that it shall not be required to expend in the aggregate during the coverage period more than an amount equal to 200% of the annual premium most recently paid by Home (the “Insurance Amount”) Surviving Corporation to maintain without any reduction in scope or procure insurance coverage pursuant hereto, the indemnification provisions for present and further provided that if Cascade is unable to maintain or obtain the insurance called for by this Section 6.6(a), Cascade shall use commercially reasonable best efforts to obtain as much comparable insurance as is available for the Insurance Amount which may be in the form of tail coverage, or may request Home to obtain such tail coverage at Cascade’s expense prior to the Closing Date; provided, further, that former officers and directors of Home the Company and the Subsidiaries contained in the Company's or its Subsidiaries may be required to make application and provide customary representations and warranties to Cascade’s insurance carrier for the purpose of obtaining such insurance. (b) For a period of six (6) years from and after the Effective Date, Cascade shall, and shall cause its Subsidiaries to, maintain and preserve the rights to indemnification of Home’s and its Subsidiaries’ officers, employees, directors and agents to the maximum extent permitted by any of the Home ArticlesSubsidiary's Certificate of Incorporation in effect on the date hereof (and Parent acknowledges that the Company's certificate of incorporation requires, Home Bylaws, the governing documents of Home’s applicable Significant Subsidiaries, and applicable law with respect to indemnification for liabilities and claims arising out of acts, omissions, events, matters or circumstances occurring or existing prior to the Effective Time, including the Merger, to the extent such rights to indemnification are not in excess of that permitted by applicable state or federal laws or Regulatory Agencies. (c) In connection with the indemnification provided pursuant to Section 6.6(b), Cascade and/or a Cascade Subsidiary (i) will advance expenses, promptly after statements therefor are received, to each such indemnified person to the fullest extent permitted by law Section 145 of the DGCL, that the Company indemnify any and Regulatory Agencies (all persons whom it shall have the power to indemnify under said section and, as provided in said section, requires that the individual to whom Company advance expenses are advanced provides incurred upon receipt of an undertaking to repay such advance if it is ultimately determined that such individual is not entitled to indemnificationrequired by said section), including the payment of the fees and expenses of one counsel with respect to a matter, and one local counsel in each applicable jurisdiction, if necessary or appropriate, selected by such indemnified person or multiple indemnified persons, it being understood that they collectively shall only be entitled to one counsel and one local counsel in each applicable jurisdiction where necessary or appropriate (unless a conflict shall exist between them in which case they may retain separate counsel), all such counsel shall be reasonably satisfactory to Cascade ; and (ii) Parent will cooperate cause the Surviving Corporation to maintain in effect the defense current policies of directors' and officers' liability insurance maintained by the Company or any such matter. (d) This Section 6.6 shall survive of the Subsidiaries with respect to matters occurring prior to, and including, the Effective Time, provided that the Surviving Corporation may substitute therefor policies of at least the same coverage for the same acts or occurrences in the same period containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitution, and provided, further, that, in no event shall Parent or the Surviving Corporation be required to expend in any one year an amount in excess of 150% of the annual premiums currently paid by the Company for such insurance which the Company represents to be $430,000 for 1995. In the event Parent and the Surviving Corporation cannot maintain policies for such coverage for such annual premium amount, Parent and the Surviving Corporation shall maintain as much coverage as is intended available for such amount. Parent shall cause the Surviving Corporation to benefit each indemnified person (each provide coverage under the directors' and officers' liability insurance policy maintained by Parent to directors and officers of whom shall be entitled the Company and its Subsidiaries to enforce this Section against Cascade from the same extent as provided to directors and officers of other operating companies of Parent with respect to matters occurring after the Effective Time), and shall be binding on all successors and assigns of Cascade. (e) In the event Cascade or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving company or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to one or more other persons, then, and in each such case, proper provision shall be made so that the successors and assigns of Cascade assume the obligations set forth in this Section 6.6.

Officers' and Directors' Insurance; Indemnification. (a) For six (6) years from and after the Effective Time, Cascade Banner shall maintain officers’ ' and directors’ ' liability insurance covering the persons who are presently covered by Home’s 's current officers’ ' and directors’ ' liability insurance policy with respect to actions, omissions, events, matters or circumstances occurring prior to the Effective Time, on terms which are at least substantially equivalent to the terms of said current policy and with an insurance carrier reasonably acceptable to Homepolicy, provided that it shall not be required to expend in the aggregate during the coverage period more than an amount equal to 200150% of the annual premium most recently paid by Home (the “Insurance Amount”) to maintain or procure insurance coverage pursuant hereto, and further provided that if Cascade Banner is unable to maintain or obtain the insurance called for by this Section 6.6(a), Cascade Banner shall use commercially reasonable best efforts to obtain as much comparable insurance as is available for the Insurance Amount which may be in the form of tail coverage, or may request Home to obtain such tail coverage at Cascade’s Banner's expense prior to the Closing Date; provided, further, that officers and directors of Home or its Subsidiaries may be required to make application and provide customary representations and warranties to Cascade’s Banner's insurance carrier for the purpose of obtaining such insurance. (b) For a period of six (6) years from and after the Effective Date, Cascade Banner shall, and shall cause its Subsidiaries to, maintain and preserve the rights to indemnification of Home’s and its Subsidiaries’ officers, employees, directors and agents to the maximum extent permitted by any of the Home Articles, Home Bylaws, the governing documents of Home’s applicable Significant Subsidiaries, and applicable law with respect to indemnification for liabilities and claims arising out of acts, omissions, events, matters or circumstances occurring or existing prior to the Effective Time, including the Merger, to the extent such rights to indemnification are not in excess of that permitted by applicable state or federal laws or Regulatory Agencies. (c) In connection with the indemnification provided pursuant to Section 6.6(b), Cascade Banner and/or a Cascade Banner Subsidiary (i) will advance expenses, promptly after statements therefor are received, to each such indemnified person to the fullest extent permitted by law and Regulatory Agencies (provided the individual to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such individual is not entitled to indemnification), including the payment of the fees and expenses of one counsel with respect to a matter, and one local counsel in each applicable jurisdiction, if necessary or appropriate, selected by such indemnified person or multiple indemnified persons, it being understood that they collectively shall only be entitled to one counsel and one local counsel in each applicable jurisdiction where necessary or appropriate (unless a conflict shall exist between them in which case they may retain separate counsel), all such counsel shall be reasonably satisfactory to Cascade Banner and (ii) will cooperate in the defense of any such matter. (d) This Section 6.6 shall survive the Effective Time, is intended to benefit each indemnified person (each of whom shall be entitled to enforce this Section against Cascade from and after the Effective TimeBanner), and shall be binding on all successors and assigns of CascadeBanner. (e) In the event Cascade Banner or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving company or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to one or more other persons, then, and in each such case, proper provision shall be made so that the successors and assigns of Cascade Banner assume the obligations set forth in this Section 6.6.

Officers' and Directors' Insurance; Indemnification. (a) For six (6) years from and after the Effective TimeDate, Cascade MBFI shall maintain officers’ and directors’ liability insurance covering the persons Persons who are presently covered by Home’s FXXX’x current officers’ and directors’ liability insurance policy with respect to actions, omissions, events, matters or circumstances occurring prior to the Effective Time, on terms which are at least substantially equivalent to as favorable as the terms of said current policy and with an insurance carrier reasonably acceptable to Homepolicy, provided that it shall not be required to expend in the aggregate during the coverage period more than an amount equal to 200250% of the annual premium most recently paid by Home FXXX (the “Insurance Amount”) to maintain or procure insurance coverage pursuant hereto, and further provided that if Cascade MBFI is unable to maintain or obtain the insurance called for by this Section 6.6(a7.15(a), Cascade MBFI shall use commercially its reasonable best efforts to obtain as much comparable insurance as is available for the Insurance Amount which may be in the form of tail coverage, or may request Home FXXX to obtain such tail coverage at Cascade’s FXXX’x expense prior to the Closing Effective Date; provided, further, that officers and directors of Home FXXX or its Subsidiaries may be required to make application and provide customary representations and warranties to CascadeMBFI’s insurance carrier for the purpose of obtaining such insurance. (b) For a period of six (6In addition to Section 7.15(a) years above, from and after the Effective Date, Cascade MBFI shall, and shall cause its Subsidiaries to, maintain and preserve the rights to indemnification of Home’s FXXX’x and its Subsidiaries’ officers, employees, directors and agents to the maximum extent permitted by any of the Home ArticlesFXXX Certificate, Home Bylaws, FXXX By-Laws and the governing documents charter and bylaws of Home’s applicable Significant Subsidiaries, OB Bank and applicable law as in effect on the date hereof with respect to indemnification for liabilities and claims arising out of claims, actions, suits, proceedings or investigations (each, a “Claim”) made, asserted or arising prior to or within six years after the Effective Time, if such Claim pertains to any acts, omissions, events, matters or circumstances occurring or existing at or prior to the Effective Time, including the MergerTransactions and the matters referred to in Section 7.15(b) of FXXX’x written disclosure schedule, to the extent such rights to indemnification are not in excess of that permitted by applicable state or federal laws or Regulatory AgenciesAuthorities. (c) In connection with the indemnification provided pursuant to Section 6.6(b7.15(b), Cascade MBFI and/or a Cascade an MBFI Subsidiary (i) will advance expenses, promptly after statements therefor are received, to each such indemnified person Person to the fullest extent permitted by law and Regulatory Agencies (provided the individual to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such individual is not entitled to indemnification)Authorities, including the payment of the fees and expenses of one counsel with respect to a matter, and one local counsel in each applicable jurisdiction, if necessary or appropriate, selected by such indemnified person Person or multiple indemnified personsPersons, it being understood that they collectively shall only be entitled to one counsel and one local counsel in each applicable jurisdiction where necessary or appropriate (unless a conflict shall exist between them in which case they may retain separate counsel), all such counsel shall be reasonably satisfactory to Cascade MBFI and (ii) will cooperate in the defense of any such matter. (d) This Section 6.6 7.15 shall survive the Effective Time, is intended to benefit each indemnified person Person (each of whom shall be entitled to enforce this Section against Cascade from and after the Effective TimeMBFI), and shall be binding on all successors and assigns of CascadeMBFI. (e) In the event Cascade MBFI or any of its successors or assigns (i) consolidates with or merges into any other person Person and shall not be the continuing or surviving company corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to one or more other personsPersons, then, and in each such case, proper provision shall be made so that the successors and assigns of Cascade MBFI assume the obligations set forth in this Section 6.67.15. (f) MBFI shall pay all expenses (including attorneys’ fees) that may be reasonably incurred by any indemnified Person in enforcing the indemnity and other obligations provided for in this Section 7.15 if the indemnified Person is successful in whole or any material part or if any dispute relating thereto is settled or compromised.

Officers' and Directors' Insurance; Indemnification. (a) For six (6) years from and after the Effective Time, Cascade FS Bancorp shall maintain officers’ ' and directors’ ' liability insurance covering the persons who are presently covered by Home’s Anchor's current officers’ ' and directors’ ' liability insurance policy with respect to actions, omissions, events, matters or circumstances occurring prior to the Effective Time, on terms which are at least substantially equivalent to the terms of said current policy and with an insurance carrier reasonably acceptable to Homepolicy, provided that it shall not be required to expend in the aggregate expend, on an annual basis, during the coverage period more than an amount equal to 200% of the annual premium most recently paid by Home Anchor (the “"Insurance Amount”") to maintain or procure insurance coverage pursuant hereto, and further provided that if Cascade FS Bancorp is unable to maintain or obtain the insurance called for by this Section 6.6(a), Cascade FS Bancorp shall use commercially reasonable best efforts to obtain as much comparable insurance as is available for the Insurance Amount which may be Amount. At Anchor's option, Anchor may, in lieu of the form of tail coverageforegoing, or may request Home to obtain such tail coverage at Cascade’s expense (or, if requested by FS Bancorp, Anchor shall) purchase prior to the Closing Date; providedEffective Time, furthera 6-year prepaid "tail" policy providing single limit equivalent coverage to that described in the preceding sentence for a premium cost not to exceed 200% of the current annual premium for such insurance. If such prepaid "tail" policy has been obtained by Anchor prior to the Effective Time, that FS Bancorp shall cause such policy to be maintained in full force and effect, for its full term, and shall cause all obligations thereunder to be honored by the Surviving Company and no other party shall have any further obligation to purchase or pay for insurance hereunder. The officers and directors of Home Anchor or its Subsidiaries may be required to make application and provide customary representations and warranties to Cascade’s FS Bancorp's insurance carrier for the purpose of obtaining such insurance. (b) For a period of six (6) years from and after the Effective DateTime, Cascade shallFS Bancorp shall indemnify and hold harmless each person who is now, and shall cause its Subsidiaries toor who has been at any time before the date of this Agreement, maintain and preserve the rights to indemnification of Home’s and its Subsidiaries’ officers, employees, directors and agents to the maximum extent permitted by any of the Home Articles, Home Bylaws, the governing documents of Home’s applicable Significant Subsidiaries, and applicable law with respect to indemnification for liabilities and claims arising out of acts, omissions, events, matters or circumstances occurring or existing prior to who becomes before the Effective Time, a director or officer of Anchor or any of its Subsidiaries (each, an "Anchor Indemnified Party") against all losses, claims, damages, costs, expenses (including reasonable attorneys' fees), liabilities or judgments or amounts that are paid in settlement (which settlement shall require the prior written consent of FS Bancorp, which consent shall not be unreasonably withheld) of or in connection with any claim, action, suit, proceeding, investigation or other legal proceeding, whether civil, criminal, administrative or investigative or investigation (each, a "Claim"), in which an Anchor Indemnified Party is, or is threatened to be made, a party or witness or arising out of the fact that such person is or was a director or officer of Anchor or any of its Subsidiaries if such Claim pertains to any matter of fact arising, existing or occurring at or before the Effective Time (including the MergerMerger and the other transactions contemplated hereby), regardless of whether such Claim is asserted or claimed before, or after, the Effective Time, to the fullest extent such rights permitted under the organizational documents of Anchor and its Subsidiaries and to indemnification are not in excess of that the fullest extent otherwise permitted by applicable state or federal laws or Regulatory Agencieslaw. (c) In connection with the indemnification provided pursuant to Section 6.6(b), Cascade FS Bancorp and/or a Cascade FS Bancorp Subsidiary (i) will advance expenses, promptly after statements therefor are received, to each such indemnified person Anchor Indemnified Party to the fullest extent permitted by law and Regulatory Agencies Governmental Entities (provided the individual to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such individual is not entitled to indemnification), including the payment of the fees and expenses of one counsel with respect to a matter, and one local counsel in each applicable jurisdiction, if necessary or appropriate, selected by such indemnified person Anchor Indemnified Party or multiple indemnified personsAnchor Indemnified Parties, it being understood that they collectively shall only be entitled to one counsel and one local counsel in each applicable jurisdiction where necessary or appropriate (unless a conflict shall exist between them in which case they may retain separate counsel), all such counsel shall be reasonably satisfactory to Cascade FS Bancorp and (ii) will cooperate in the defense of any such matter. (d) This Section 6.6 shall survive the Effective Time, is intended to benefit each indemnified person Anchor Indemnified Person (each of whom shall be entitled to enforce this Section against Cascade from and after the Effective TimeFS Bancorp), and shall be binding on all successors and assigns of CascadeFS Bancorp. (e) In the event Cascade FS Bancorp or any of its successors or assigns (i) consolidates with or merges into any other person or entity and shall not be the continuing or surviving company or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to one or more other personspersons or entities, then, and in each such case, proper provision shall be made so that the successors and assigns of Cascade FS Bancorp assume the obligations set forth in this Section 6.6.

Officers' and Directors' Insurance; Indemnification. (a) For six (6) three years from and after the Effective Time, Cascade the Buyer shall maintain officers’ ' and directors’ ' liability insurance (the "D&O Insurance") covering the persons individuals who are presently covered by Home’s the current officers’ ' and directors’ ' liability insurance policy polices of the Company and its Subsidiaries with respect to actions, omissions, events, matters or circumstances occurring at or prior to the Effective Time, on terms which are at least substantially equivalent to as favorable as the terms of said current policy and with an insurance carrier reasonably acceptable to Homepolicies; provided however, provided that it shall not be required to expend in lieu thereof, Buyer may obtain, or request the aggregate during the coverage period more than an amount equal to 200% of the annual premium most recently paid by Home (the “Insurance Amount”) to maintain or procure insurance coverage pursuant hereto, and further provided that if Cascade is unable to maintain or obtain the insurance called for by this Section 6.6(a), Cascade shall use commercially reasonable best efforts Company to obtain as much comparable insurance as is available at the expense of (and which will be paid for by) the Insurance Amount which may be Buyer, in the form of tail coverage, or may request Home to obtain such tail coverage at Cascade’s expense either case prior to the Closing DateClosing, three year tail coverage under the existing policies of the Company and its Subsidiaries; and provided, further, that officers and directors of Home or the Company and its Subsidiaries may be required to make application and provide customary representations and warranties to Cascade’s the Buyer's insurance carrier for the purpose of obtaining such insurance. Notwithstanding anything to the contrary contained herein, in no event shall the Buyer be required to pay an annual premium for the D&O Insurance in excess of 150% of the last annual premium paid by the Company prior to the date hereof, but in such case shall purchase as much coverage as possible for that amount. (b) For a period of six (6) years from and after the Effective DateTime, Cascade shall, the Buyer shall indemnify the past and shall cause its Subsidiaries to, maintain and preserve the rights to indemnification of Home’s and its Subsidiaries’ present officers, employees, directors and agents employees of the Company and its Subsidiaries to the maximum extent permitted by any currently provided in the charter or incorporation documents and bylaws of the Home Articles, Home Bylaws, the governing documents of Home’s applicable Significant Subsidiaries, Company and applicable law with respect to indemnification its Subsidiaries for liabilities and claims arising out of acts, omissions, events, matters or circumstances occurring or existing at or prior to the Effective Time, including the Merger, to the extent such rights to indemnification are not in excess of that permitted transactions contemplated by applicable state or federal laws or Regulatory Agencies. this Agreement. 39 Next Page (c) In connection with the indemnification provided pursuant to Section 6.6(b6.12(b), Cascade and/or a Cascade Subsidiary the Buyer (i) will advance expenses, promptly after statements therefor are received, to each such indemnified person individual to the fullest extent permitted by law and Regulatory Agencies (provided the individual to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such individual is not entitled to indemnification)law, including the payment of the fees and expenses of one counsel with respect to a matter, and one local counsel in each applicable jurisdiction, if necessary or appropriate, selected by such indemnified person individual or multiple indemnified persons, it being understood that they collectively shall only be entitled to one counsel and one local counsel in each applicable jurisdiction where necessary or appropriate (unless a conflict shall exist between them in which case they may retain separate counsel), all such counsel shall be reasonably satisfactory to Cascade the Buyer and (ii) will cooperate in the defense of any such matter. (d) This Section 6.6 shall survive the Effective Time, is intended to benefit each indemnified person (each of whom shall be entitled to enforce this Section against Cascade from and after the Effective Time), and shall be binding on all successors and assigns of Cascade. (e) In the event Cascade or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving company or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to one or more other persons, then, and in each such case, proper provision shall be made so that the successors and assigns of Cascade assume the obligations set forth in this Section 6.6.

Officers' and Directors' Insurance; Indemnification. (a) For six (6) years from and after the Effective TimeDate, Cascade MutualFirst shall maintain officers’ and directors’ liability insurance covering the persons Persons who are presently covered by HomeMFB’s current officers’ and directors’ liability insurance policy with respect to actions, omissions, events, matters or circumstances occurring prior to the Effective Time, on terms which are at least substantially equivalent to as favorable as the terms of said current policy and with an insurance carrier reasonably acceptable to Homepolicy, provided that it shall not be required to expend in the aggregate during the coverage period more than an amount equal to 200150% of the annual premium most recently paid by Home MFB (the “Insurance Amount”) to maintain or procure insurance coverage pursuant hereto, and further provided that if Cascade MutualFirst is unable to maintain or obtain the insurance called for by this Section 6.6(a7.14(a), Cascade MutualFirst shall use commercially its reasonable best efforts to obtain as much comparable insurance as is available for the Insurance Amount which may be in the form of tail coverage, or may request Home MFB to obtain such tail coverage at CascadeMFB’s expense prior to the Closing Effective Date; provided, further, that officers and directors of Home MFB or its Subsidiaries may be required to make application and provide customary representations and warranties to CascadeMutualFirst’s insurance carrier for the purpose of obtaining such insurance. (b) For a period of six (6In addition to Section 7.14(a) years above, from and after the Effective Date, Cascade MutualFirst shall, and shall cause its Subsidiaries to, maintain and preserve the rights to indemnification of HomeMFB’s and its Subsidiaries’ officers, employees, directors and agents to the maximum extent permitted by any of the Home MFB Articles, Home Bylaws, MFB By-Laws and the governing documents charter and bylaws of Home’s applicable Significant Subsidiaries, MFB Financial and applicable law as in effect on the date hereof with respect to indemnification for liabilities and claims arising out of claims, actions, suits, proceedings or investigations (each, a “Claim”) made, asserted or arising prior to or within six (6) years after the Effective Time, if such Claim pertains to any acts, omissions, events, matters or circumstances occurring or existing at or prior to the Effective Time, including the MergerTransactions, to the extent such rights to indemnification are not in excess of that permitted by applicable state or federal laws or Regulatory AgenciesAuthorities. (c) In connection with the indemnification provided pursuant to Section 6.6(b7.14(b), Cascade MutualFirst and/or a Cascade an MutualFirst Subsidiary (i) will advance expenses, promptly after statements therefor are received, to each such indemnified person Person to the fullest extent permitted by law and Regulatory Agencies (provided the individual to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such individual is not entitled to indemnification)Authorities, including the payment of the fees and expenses of one counsel with respect to a matter, and one local counsel in each applicable jurisdiction, if necessary or appropriate, selected by such indemnified person Person or multiple indemnified personsPersons, it being understood that they collectively shall only be entitled to one counsel and one local counsel in each applicable jurisdiction where necessary or appropriate (unless appropriate(unless a conflict shall exist between them in which case they may retain separate counsel), all such counsel shall be reasonably satisfactory to Cascade MutualFirst and (ii) will cooperate in the defense of any such matter. (d) This Section 6.6 7.14 shall survive the Effective Time, is intended to benefit each indemnified person Person (each of whom shall be entitled to enforce this Section against Cascade from and after the Effective TimeMutualFirst), and shall be binding on all successors and assigns of CascadeMutualFirst. (e) In the event Cascade MutualFirst or any of its successors or assigns (i) consolidates with or merges into any other person Person and shall not be the continuing or surviving company corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to one or more other personsPersons, then, and in each such case, proper provision shall be made so that the successors and assigns of Cascade MutualFirst assume the obligations set forth in this Section 6.67.14. (f) MutualFirst shall pay all expenses (including attorneys’ fees) that may be reasonably incurred by any indemnified Person in enforcing the indemnity and other obligations provided for in this Section 7.14 if the indemnified Person is successful in whole or any material part or if any dispute relating thereto is settled or compromised.

Officers' and Directors' Insurance; Indemnification. (a) For six (6) years from and after the Effective Time, Cascade Time COFI shall maintain officers’ ' and directors’ ' liability insurance covering the persons who are presently covered by Home’s St. Paul's current officers’ ' and directors’ ' liability insurance policy with respect to actions, omissions, events, matters or circumstances occurring at or prior to the Effective Time, on terms which are at least substantially equivalent to as favorable as the terms of said current policy and with an insurance carrier reasonably acceptable to Homepolicy, provided that it shall not be required to expend in the aggregate during the coverage period more than an amount equal to 200300% of the annual premium most recently paid by Home St. Paul (the “Insurance Amount”xxe "INSURANCE AMOUNT") to maintain or procure insurance coverage pursuant hereto, and further provided that if Cascade COFI is unable to maintain or obtain the insurance called for by this Section 6.6(a6.12(a), Cascade COFI shall use commercially its reasonable best efforts to obtain as much comparable insurance as is available for the Insurance Amount which may be in the form of tail coverage, or may request Home to obtain such tail coverage at Cascade’s expense prior to the Closing DateAmount; provided, further, that officers and directors of Home or St. Paul xx any of its Subsidiaries may be required to make application and provide customary representations and warranties to Cascade’s COFI's insurance carrier for the purpose of obtaining such insurance. (b) For a period of six (6) years from From and after the Effective DateTime, Cascade COFI shall, and shall cause its Subsidiaries to, maintain and preserve the rights to indemnification of Home’s officers and directors provided for in the Certificate of Incorporation or other charter document (a "Charter") and By-Laws of St. Paul xxx each of its Subsidiaries’ officers, employees, directors and agents to Subsidiaries as in effect on the maximum extent permitted by any of the Home Articles, Home Bylaws, the governing documents of Home’s applicable Significant Subsidiaries, and applicable law date hereof with respect to indemnification for liabilities and claims arising out of acts, omissions, events, matters or circumstances occurring or existing prior to the Effective Time, including including, without limitation, the Mergertransactions contemplated by this Agreement, to the extent such rights to indemnification are not in excess of that permitted by applicable state or federal laws or Regulatory AgenciesAuthorities. (c) In addition to and without limitation of the rights set forth in Section 6.12(b), from and after the Effective Time, COFI shall to the fullest extent permitted under applicable law indemnify and hold harmless each present and former director and officer of St. Paul (collectively, the "Indemnified Parties") against any and all costs, expenses (including attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any pending, threatened or completed claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to any act, omission, event, matter or circumstance occurring or existing prior to or at the indemnification provided pursuant Effective Time (including, without limitation, any claim, action, suit, proceeding or investigation arising out of or pertaining to Section 6.6(bthe transactions contemplated by this Agreement), Cascade and/or a Cascade Subsidiary and in the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time) (i) will COFI shall advance expenses, promptly after statements therefor are received, expenses to each such indemnified person Indemnified Party to the fullest extent permitted by law and Regulatory Agencies (provided the individual to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such individual is not entitled to indemnification)law, including the payment of the fees and expenses of one counsel with respect to a matter, and one local counsel in each applicable jurisdiction, if necessary or appropriate, selected by such indemnified person Indemnified Party or multiple indemnified personsIndemnified Parties, it being understood that they collectively shall only be entitled to one counsel and one local counsel in each applicable jurisdiction where necessary or appropriate (unless a conflict shall exist between them Indemnified Parties in which case they may retain separate counsel), all such counsel shall be reasonably satisfactory to Cascade COFI, promptly after statements therefor are received and (ii) COFI will cooperate in the defense of any such matter. (d) Any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards for or prerequisites to indemnification set forth under the DGCL, or the Charter and By-Law provisions referred to in Section 6.12(b), shall be made by independent counsel selected by COFI (which shall not be counsel that provides any services to COFI or any of its Subsidiaries) and reasonably acceptable to the Indemnified Party, and COFI shall pay such counsel's fees and expenses. (e) This Section 6.6 6.12 shall survive the Effective Time, is intended to benefit each indemnified person of the Indemnified Parties (each of whom shall be entitled to enforce this Section against Cascade from and after the Effective TimeCOFI), and shall be binding on all successors and assigns of CascadeCOFI. (ef) In the event Cascade COFI or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving company corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to one or more other personsPersons, then, and in each such case, proper provision shall be made so that the successors and assigns of Cascade assume COFI, assume, and are jointly and severally liable with COFI with respect to, the obligations set forth in this Section 6.66.12. (g) COFI shall pay all expenses (including attorneys' fees) that may be reasonably incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.12 if the Indemnified Party is successful in whole or any material part or if any dispute relating thereto is settled or compromised.

Officers' and Directors' Insurance; Indemnification. (a) For at least six (6) years from and after the Effective Time, Cascade Heritage shall maintain officers’ and directors’ liability insurance covering the persons Persons who are presently covered by HomeValley’s current officers’ and directors’ liability insurance policy with respect to actions, omissions, events, matters or circumstances occurring prior to the Effective Time, on terms which are at least substantially equivalent to the terms of said current policy and with an insurance carrier reasonably acceptable to Homepolicy, provided that it shall not be required to expend in the aggregate during the coverage period more than an amount equal to 200150% of the annual premium most recently paid by Home Valley (the “Insurance Amount”) to maintain or procure insurance coverage pursuant hereto, and further provided that if Cascade Heritage is unable to maintain or obtain the insurance called for by this Section 6.6(a), Cascade Heritage shall use commercially reasonable best efforts to obtain as much comparable insurance as is available for the Insurance Amount which may be in the form of tail coverage, or may request Home Valley to obtain such tail coverage at CascadeValley’s expense prior to the Closing Date; provided, further, that officers and directors of Home Valley or its Subsidiaries may be required to make application and provide customary representations and warranties to CascadeHeritage’s insurance carrier for the purpose of obtaining such insurance. (b) For a period of six (6) years from and after the Effective Date, Cascade Heritage shall, and shall cause its Subsidiaries to, maintain and preserve the rights to indemnification of HomeValley’s and its Subsidiaries’ officers, employees, directors and agents to the maximum extent permitted by any of the Home ArticlesValley Charter, Home Valley Bylaws, the governing documents of HomeValley’s applicable Significant Subsidiaries, and applicable law with respect to indemnification for liabilities and claims arising out of acts, omissions, events, matters or circumstances occurring or existing prior to the Effective Time, including the Merger, to the extent such rights to indemnification are not in excess of that permitted by applicable state or federal laws or Regulatory AgenciesGovernmental Entities. (c) In connection with the indemnification provided pursuant to Section 6.6(b), Cascade Heritage and/or a Cascade an Heritage Subsidiary (i) will advance expenses, promptly after statements therefor are received, to each such indemnified person Person to the fullest extent permitted by law and Regulatory Agencies Governmental Entities (provided the individual to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such individual is not entitled to indemnification), including the payment of the fees and expenses of one counsel with respect to a matter, and one local counsel in each applicable jurisdiction, if necessary or appropriate, selected by such indemnified person Person or multiple indemnified personsPersons, it being understood that they collectively shall only be entitled to one counsel and one local counsel in each applicable jurisdiction where necessary or appropriate (unless a conflict shall exist between them in which case they may retain separate counsel), all such counsel shall be reasonably satisfactory to Cascade Heritage and (ii) will cooperate in the defense of any such matter. (d) This Section 6.6 shall survive the Effective Time, is intended to benefit each indemnified person Person (each of whom shall be entitled to enforce this Section against Cascade from and after the Effective TimeHeritage), and shall be binding on all successors and assigns of CascadeHeritage. (e) In the event Cascade Heritage or any of its successors or assigns (i) consolidates with or merges into any other person Person and shall not be the continuing or surviving company corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to one or more other personsPersons, then, and in each such case, proper provision shall be made so that the successors and assigns of Cascade Heritage assume the obligations set forth in this Section 6.6.

Officers' and Directors' Insurance; Indemnification. (a) For six (6) years from and after the Effective TimeDate, Cascade MutualFirst shall maintain officers’ and directors’ liability insurance covering the persons Persons who are presently covered by HomeMFB’s current officers’ and directors’ liability insurance policy with respect to actions, omissions, events, matters or circumstances occurring prior to the Effective Time, on terms which are at least substantially equivalent to as favorable as the terms of said current policy and with an insurance carrier reasonably acceptable to Homepolicy, provided that it shall not be required to expend in the aggregate during the coverage period more than an amount equal to 200150% of the annual premium most recently paid by Home MFB (the “Insurance Amount”) to maintain or procure insurance coverage pursuant hereto, and further provided that if Cascade MutualFirst is unable to maintain or obtain the insurance called for by this Section 6.6(a7.14(a), Cascade MutualFirst shall use commercially its reasonable best efforts to obtain as much comparable insurance as is available for the Insurance Amount which may be in the form of tail coverage, or may request Home MFB to obtain such tail coverage at CascadeMFB’s expense prior to the Closing Effective Date; provided, further, that officers and directors of Home MFB or its Subsidiaries may be required to make application and provide customary representations and warranties to CascadeMutualFirst’s insurance carrier for the purpose of obtaining such insurance. (b) For a period of six (6In addition to Section 7.14(a) years above, from and after the Effective Date, Cascade MutualFirst shall, and shall cause its Subsidiaries to, maintain and preserve the rights to indemnification of HomeMFB’s and its Subsidiaries’ officers, employees, directors and agents to the maximum extent permitted by any of the Home MFB Articles, Home Bylaws, MFB By-Laws and the governing documents charter and bylaws of Home’s applicable Significant Subsidiaries, MFB Financial and applicable law as in effect on the date hereof with respect to indemnification for liabilities and claims arising out of claims, actions, suits, proceedings or investigations (each, a “Claim”) made, asserted or arising prior to or within six (6) years after the Effective Time, if such Claim pertains to any acts, omissions, events, matters or circumstances occurring or existing at or prior to the Effective Time, including the MergerTransactions, to the extent such rights to indemnification are not in excess of that permitted by applicable state or federal laws or Regulatory AgenciesAuthorities. (c) In connection with the indemnification provided pursuant to Section 6.6(b7.14(b), Cascade MutualFirst and/or a Cascade an MutualFirst Subsidiary (i) will advance expenses, promptly after statements therefor are received, to each such indemnified person Person to the fullest extent permitted by law and Regulatory Agencies (provided the individual to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such individual is not entitled to indemnification)Authorities, including the payment of the fees and expenses of one counsel with respect to a matter, and one local counsel in each applicable jurisdiction, if necessary or appropriate, selected by such indemnified person Person or multiple indemnified personsPersons, it being understood that they collectively shall only be entitled to one counsel and one local counsel in each applicable jurisdiction where necessary or appropriate (unless a conflict shall exist between them in which case they may retain separate counsel), all such counsel shall be reasonably satisfactory to Cascade MutualFirst and (ii) will cooperate in the defense of any such matter. (d) This Section 6.6 7.14 shall survive the Effective Time, is intended to benefit each indemnified person Person (each of whom shall be entitled to enforce this Section against Cascade from and after the Effective TimeMutualFirst), and shall be binding on all successors and assigns of CascadeMutualFirst. (e) In the event Cascade MutualFirst or any of its successors or assigns (i) consolidates with or merges into any other person Person and shall not be the continuing or surviving company corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to one or more other personsPersons, then, and in each such case, proper provision shall be made so that the successors and assigns of Cascade MutualFirst assume the obligations set forth in this Section 6.67.14. (f) MutualFirst shall pay all expenses (including attorneys’ fees) that may be reasonably incurred by any indemnified Person in enforcing the indemnity and other obligations provided for in this Section 7.14 if the indemnified Person is successful in whole or any material part or if any dispute relating thereto is settled or compromised.

Officers' and Directors' Insurance; Indemnification. (a) For six (6) at least three years from and after the Effective TimeDate, Cascade MB shall maintain officers’ ' and directors’ ' liability insurance covering the persons Persons who are presently covered by Home’s First SecurityFed's current officers’ ' and directors’ ' liability insurance policy with respect to actions, omissions, events, matters or circumstances occurring prior to the Effective Time, on terms which are at least substantially equivalent to as favorable as the terms of said current policy and with an insurance carrier reasonably acceptable to Homepolicy, provided that it shall not be required to expend in the aggregate during the coverage period more than an amount equal to 200150% of the annual premium most recently paid by Home First SecurityFed (the “"Insurance Amount”") to maintain or procure insurance coverage pursuant hereto, and further provided that if Cascade MB is unable to maintain or obtain the insurance called for by this Section 6.6(a7.14(a), Cascade MB shall use commercially its reasonable best efforts to obtain as much comparable insurance as is available for the Insurance Amount which may be in the form of tail coverage, or may request Home First SecurityFed to obtain such tail coverage at Cascade’s First SecurityFed's expense prior to the Closing Effective Date; provided, further, that officers and directors of Home First SecurityFed or its Subsidiaries may be required to make application and provide customary representations and warranties to Cascade’s MB's insurance carrier for the purpose of obtaining such insurance. (b) For a period of six (6) years from and after the Effective Date, Cascade MB shall, and shall cause its Subsidiaries to, maintain and preserve the rights to indemnification of Home’s First SecurityFed's and its Subsidiaries’ ' officers, employees, directors and agents to the maximum extent permitted by any of the Home ArticlesFirst SecurityFed Certificate, Home Bylaws, First SecurityFed By-Laws and the governing documents charter and bylaws of Home’s applicable Significant Subsidiaries, First Security Federal Savings Bank and applicable law as in effect on the date hereof with respect to indemnification for liabilities and claims arising out of acts, omissions, events, matters or circumstances occurring or existing prior to the Effective Time, including the MergerTransactions, to the extent such rights to indemnification are not in excess of that permitted by applicable state or federal laws or Regulatory AgenciesAuthorities. (c) In connection with the indemnification provided pursuant to Section 6.6(b7.14(b), Cascade MB and/or a Cascade an MB Subsidiary (i) will advance expenses, promptly after statements therefor are received, to each such indemnified person Person to the fullest extent permitted by law and Regulatory Agencies (provided the individual to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such individual is not entitled to indemnification)Authorities, including the payment of the fees and expenses of one counsel with respect to a matter, and one local counsel in each applicable jurisdiction, if necessary or appropriate, selected by such indemnified person Person or multiple indemnified personsPersons, it being understood that they collectively shall only be entitled to one counsel and one local counsel in each applicable jurisdiction where necessary or appropriate (unless a conflict shall exist between them in which case they may retain separate counsel), all such counsel shall be reasonably satisfactory to Cascade MB and (ii) will cooperate in the defense of any such matter.. 51 Next Page (d) This Section 6.6 7.14 shall survive the Effective Time, is intended to benefit each indemnified person Person (each of whom shall be entitled to enforce this Section against Cascade from and after the Effective TimeMB), and shall be binding on all successors and assigns of CascadeMB. (e) In the event Cascade MB or any of its successors or assigns (i) consolidates with or merges into any other person Person and shall not be the continuing or surviving company corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to one or more other personsPersons, then, and in each such case, proper provision shall be made so that the successors and assigns of Cascade MB assume the obligations set forth in this Section 6.67.14. (f) MB shall pay all expenses (including attorneys' fees) that may be reasonably incurred by any indemnified Person in enforcing the indemnity and other obligations provided for in this Section 7.14 if the indemnified Person is successful in whole or any material part or if any dispute relating thereto is settled or compromised.

Officers' and Directors' Insurance; Indemnification. (a) For six (6) years from and after the Effective Time, Cascade Heritage shall maintain officers’ ' and directors’ ' liability insurance covering the persons who are presently covered by Home’s Puget Sound's current officers’ ' and directors’ ' liability insurance policy with respect to actions, omissions, events, matters or circumstances occurring prior to the Effective Time, on terms which are at least substantially equivalent to the terms of said current policy and with an insurance carrier reasonably acceptable to Homepolicy, provided that it shall not be required to expend in the aggregate expend, on an annual basis, during the coverage period more than an amount equal to 200150% of the annual premium most recently paid by Home Puget Sound (the “"Insurance Amount”") to maintain or procure insurance coverage pursuant hereto, and further provided that if Cascade Heritage is unable to maintain or obtain the insurance called for by this Section 6.6(a), Cascade Heritage shall use commercially reasonable best efforts to obtain as much comparable insurance as is available for the Insurance Amount which may be Amount. At Puget Sound's option, Puget Sound may, in lieu of the form of tail coverageforegoing, or may request Home to obtain such tail coverage at Cascade’s expense (or, if requested by Heritage, Puget Sound shall) purchase prior to the Closing Date; providedEffective Time, furthera six (6) year prepaid "tail" policy providing single limit equivalent coverage to that described in the preceding sentence for a premium cost not to exceed 250% of the current annual premium for such insurance. If such prepaid "tail" policy has been obtained by Puget Sound prior to the Effective Time, that Heritage shall cause such policy to be maintained in full force and effect, for its full term, and shall cause all obligations thereunder to be honored by the Surviving Company and no other party shall have any further obligation to purchase or pay for insurance hereunder. The officers and directors of Home Puget Sound or its Subsidiaries may be required to make application and provide customary representations and warranties to Cascade’s Heritage's insurance carrier for the purpose of obtaining such insurance. (b) For a period of six (6) years from and after the Effective DateTime, Cascade shallHeritage shall indemnify and hold harmless each person who is now, and shall cause its Subsidiaries toor who has been at any time before the date of this Agreement, maintain and preserve the rights to indemnification of Home’s and its Subsidiaries’ officers, employees, directors and agents to the maximum extent permitted by any of the Home Articles, Home Bylaws, the governing documents of Home’s applicable Significant Subsidiaries, and applicable law with respect to indemnification for liabilities and claims arising out of acts, omissions, events, matters or circumstances occurring or existing prior to who becomes before the Effective Time, a director or officer of Puget Sound or any of its Subsidiaries (each, an "Puget Sound Indemnified Party") against all losses, claims, damages, costs, expenses (including reasonable attorneys' fees), liabilities or judgments or amounts that are paid in settlement (which settlement shall require the prior written consent of Heritage, which consent shall not be unreasonably withheld) of or in connection with any claim, action, suit, proceeding, investigation or other legal proceeding, whether civil, criminal, administrative or investigative or investigation (each, a "Claim"), in which a Puget Sound Indemnified Party is, or is threatened to be made, a party or witness or arising out of the fact that such person is or was a director or officer of Puget Sound or any of its Subsidiaries if such Claim pertains to any matter of fact arising, existing or occurring at or before the Effective Time (including the MergerMerger and the other transactions contemplated hereby), regardless of whether such Claim is asserted or claimed before, or after, the Effective Time, to the fullest extent such rights permitted under the organizational documents of Puget Sound and its Subsidiaries and to indemnification are not in excess of that the fullest extent otherwise permitted by applicable state or federal laws or Regulatory Agencieslaw. (c) In connection with the indemnification provided pursuant to Section 6.6(b), Cascade Heritage and/or a Cascade Heritage Subsidiary (i) will advance expenses, promptly after statements therefor are received, to each such indemnified person Puget Sound Indemnified Person to the fullest extent permitted by law and Regulatory Agencies Governmental Entities (provided the individual to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such individual is not entitled to indemnification), including the payment of the fees and expenses of one counsel with respect to a matter, and one local counsel in each applicable jurisdiction, if necessary or appropriate, selected by such indemnified person Puget Sound Indemnified Person or multiple indemnified personsPuget Sound Indemnified Persons, it being understood that they collectively shall only be entitled to one counsel and one local counsel in each applicable jurisdiction where necessary or appropriate (unless a conflict shall exist between them in which case they may retain separate counsel), all such counsel shall be reasonably satisfactory to Cascade Heritage and (ii) will cooperate in the defense of any such matter. (d) This Section 6.6 shall survive the Effective Time, is intended to benefit each indemnified person Puget Sound Indemnified Person (each of whom shall be entitled to enforce this Section against Cascade from and after the Effective TimeHeritage), and shall be binding on all successors and assigns of CascadeHeritage. (e) In the event Cascade Heritage or any of its successors or assigns (i) consolidates with or merges into any other person or entity and shall not be the continuing or surviving company or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to one or more other personspersons or entities, then, and in each such case, proper provision shall be made so that the successors and assigns of Cascade Heritage assume the obligations set forth in this Section 6.6.

Officers' and Directors' Insurance; Indemnification. (a) For six (6) at least three years from and after the Effective TimeDate, Cascade Purchaser shall maintain officers’ ' and directors’ ' liability insurance covering the persons Persons who are presently covered by Home’s Seller's (including its Subsidiaries) current officers’ ' and directors’ ' liability insurance policy with respect to actions, omissions, events, matters or circumstances occurring prior to the Effective Time, on terms which are at least substantially equivalent to as favorable as the terms of said current policy and with an insurance carrier reasonably acceptable to Homepolicy, provided that it shall not be required to expend in the aggregate during the coverage period more than an amount equal to 200150% of the current annual premium most recently paid by Home (the “"Insurance Amount”") to maintain or procure insurance coverage pursuant hereto, and further provided that if Cascade Purchaser is unable to maintain or obtain the insurance called for by this Section 6.6(a6.08(a), Cascade Purchaser shall use commercially its reasonable best efforts to obtain as much comparable insurance as is available for the Insurance Amount which may be in the form of tail coverage, or may request Home Seller to obtain such tail coverage at Cascade’s Seller's expense prior to the Closing Effective Date; provided, further, that officers and directors of Home Seller or its Subsidiaries may be required to make application and provide customary representations and warranties to Cascade’s Purchaser's insurance carrier for the purpose of obtaining such insurance. (b) For a period of six (6) years from and after the Effective Date, Cascade Purchaser shall, and shall cause its Subsidiaries including Seller and Seller Bank to, maintain and preserve the rights to indemnification of Home’s Seller's and its Subsidiaries’ ' officers, employees, directors and agents to the maximum extent permitted by any of the Home ArticlesCertificate of Incorporation of Seller, Home Bylawsthe Bylaws of Seller, and the governing documents of Home’s applicable Significant Subsidiaries, Purchaser and its other Subsidiaries and applicable law as in effect on the date hereof with respect to indemnification for liabilities and claims arising out of acts, omissions, events, matters or circumstances occurring or existing prior to the Effective Time, including the Merger, to the extent such rights to indemnification are not in excess of that permitted by applicable state or federal laws or Regulatory AgenciesAuthorities. In no event will the indemnification provided herein be less favorable than that currently provided by Seller and its Subsidiaries. (c) In connection with the indemnification provided pursuant to Section 6.6(b6.08(b), Cascade Purchaser and/or a Cascade Purchaser Subsidiary (i) will advance expenses, promptly after statements therefor are received, to each such indemnified person Person to the fullest extent permitted by law and Regulatory Agencies (provided the individual to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such individual is not entitled to indemnification)Authorities, including the payment of the reasonable fees and expenses of one counsel with respect to a matter, and one local counsel in each applicable jurisdiction, if necessary or appropriate, selected by such indemnified person Person or multiple indemnified personsPersons, it being understood that they collectively shall only be entitled to one counsel and one local counsel in each applicable jurisdiction where necessary or appropriate (unless a conflict shall exist between them in which case they may retain separate counsel), all such counsel shall be reasonably satisfactory to Cascade Purchaser and (ii) will cooperate in the defense of any such matter. (d) This Section 6.6 6.08 shall survive the Effective Time, is intended to benefit each indemnified person Person (each of whom shall be entitled to enforce this Section against Cascade from Purchaser, and after the Effective Timeits Subsidiaries), and shall be binding on all successors and assigns of CascadePurchaser and its Subsidiaries. (e) In the event Cascade Purchaser, any of its Subsidiaries or any of its their respective successors or assigns (i) consolidates with or merges into any other person Person and shall not be the continuing or surviving company corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to one or more other personsPersons, then, and in each such case, proper provision shall be made so that the successors and assigns of Cascade assume the obligations set forth in this Section 6.66.08. (f) Purchaser and/or its Subsidiaries shall pay all expenses (including reasonable attorneys' fees) that may be reasonably incurred by any indemnified Person in enforcing the indemnity and other obligations provided for in this Section 6.08 if the indemnified Person is successful in whole or any material part or if any dispute relating thereto is settled or compromised.

Officers' and Directors' Insurance; Indemnification. (a) For six (6) years from and after the Effective Time, Cascade COFI shall maintain officers’ ' and directors’ ' liability insurance covering the persons Persons who are presently covered by Home’s Alliance's current officers’ ' and directors’ ' liability insurance policy with respect to actions, omissions, events, matters or circumstances occurring prior to the Effective Time, on terms which are at least substantially equivalent to as favorable as the terms of said current policy and with an insurance carrier reasonably acceptable to Homepolicy, provided that it shall not be required to expend in the aggregate during the coverage period more than an amount equal to 200% of the annual premium most recently paid by Home Alliance (the “"Insurance Amount”") to maintain or procure insurance coverage pursuant hereto, and further provided that if Cascade COFI is unable to maintain or obtain the insurance called for by this Section 6.6(a6.13(a), Cascade COFI shall use commercially its reasonable best efforts to obtain as much comparable insurance as is available for the Insurance Amount which may be in the form of tail coverage, or may request Home Alliance to obtain such tail coverage at Cascade’s Alliance's expense prior to the Closing DateEffective Time; provided, further, that officers and directors of Home Alliance or its Subsidiaries may be required to make application and provide customary representations and warranties to Cascade’s COFI's insurance carrier for the purpose of obtaining such insurance. (b) For a period of six (6) years from and after the Effective DateTime, Cascade COFI shall, and shall cause its Subsidiaries to, maintain and preserve the rights to indemnification of Home’s officers and directors provided for in the certificate of incorporation or other charter document (a "Charter") and By-Laws of Alliance and each of its Subsidiaries’ officers, employees, directors and agents to Subsidiaries as in effect on the maximum extent permitted by any of the Home Articles, Home Bylaws, the governing documents of Home’s applicable Significant Subsidiaries, and applicable law date hereof with respect to indemnification for liabilities and claims arising out of acts, omissions, events, matters or circumstances occurring or existing prior to the Effective Time, including including, without limitation, the MergerTransactions, to the extent such rights to indemnification are not in excess of that permitted by applicable state or federal laws or Regulatory AgenciesAuthorities. (c) In addition to and without limitation of the rights set forth in Section 6.13(b), for a period of six years from after the Effective Time, COFI shall to the fullest extent permitted under applicable law indemnify and hold harmless each present and former director and officer of Alliance (collectively, the "Indemnified Parties") against any and all costs, expenses (including attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any pending, threatened or completed claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to any act, omission, event, matter or circumstance occurring or existing prior to the indemnification provided pursuant Effective Time (including, without limitation, any claim, action, suit, proceeding or investigation arising out of or pertaining to Section 6.6(bthe Transactions), Cascade and/or a Cascade Subsidiary and in the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time) (i) will COFI shall advance expenses, promptly after statements therefor are received, expenses to each such indemnified person Indemnified Party to the fullest extent permitted by law and Regulatory Agencies (provided the individual to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such individual is not entitled to indemnification)law, including the payment of the fees and expenses of one counsel with respect to a matter, and one local counsel in each applicable jurisdiction, if necessary or appropriate, selected by such indemnified person Indemnified Party or multiple indemnified personsIndemnified Parties, it being understood that they collectively shall only be entitled to one counsel and one local counsel in each applicable jurisdiction where necessary or appropriate (unless a conflict shall exist between them Indemnified Parties in which case they may retain separate counsel), all such counsel shall be reasonably satisfactory to Cascade COFI, promptly after statements therefor are received and (ii) COFI will cooperate in the defense of any such matter. (d) Any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards for or prerequisites to indemnification set forth under the DGCL, or the Charter and By-Law provisions referred to in Section 6.13(b), shall be made by independent counsel selected by COFI (which shall not be counsel that provides any services to COFI or any of its Subsidiaries) and reasonably acceptable to the Indemnified Party, and COFI shall pay such counsel's fees and expenses. (e) This Section 6.6 6.13 shall survive the Effective Time, is intended to benefit each indemnified person of the Indemnified Parties (each of whom shall be entitled to enforce this Section against Cascade from and after the Effective TimeCOFI), and shall be binding on all successors and assigns of CascadeCOFI. (ef) In the event Cascade COFI or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving company corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to one or more other personsPersons, then, and in each such case, proper provision shall be made so that the successors and assigns of Cascade COFI assume the obligations set forth in this Section 6.66.13. (g) COFI shall pay all expenses (including attorneys' fees) that may be reasonably incurred by any Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.13 if the Indemnified Party is successful in whole or any material part or if any dispute relating thereto is settled or compromised.

Officers' and Directors' Insurance; Indemnification. (a) For six (6) years from and after the Effective TimeDate, Cascade MBFI shall maintain officers’ and directors’ liability insurance covering the persons Persons who are presently covered by Home’s XXXX’x current officers’ and directors’ liability insurance policy with respect to actions, omissions, events, matters or circumstances occurring prior to the Effective Time, on terms which are at least substantially equivalent to as favorable as the terms of said current policy and with an insurance carrier reasonably acceptable to Homepolicy, provided that it shall not be required to expend in the aggregate during the coverage period more than an amount equal to 200250% of the annual premium most recently paid by Home XXXX (the “Insurance Amount”) to maintain or procure insurance coverage pursuant hereto, and further provided that if Cascade MBFI is unable to maintain or obtain the insurance called for by this Section 6.6(a7.15(a), Cascade MBFI shall use commercially its reasonable best efforts to obtain as much comparable insurance as is available for the Insurance Amount which may be in the form of tail coverage, or may request Home XXXX to obtain such tail coverage at Cascade’s XXXX’x expense prior to the Closing Effective Date; provided, further, that officers and directors of Home XXXX or its Subsidiaries may be required to make application and provide customary representations and warranties to CascadeMBFI’s insurance carrier for the purpose of obtaining such insurance. (b) For a period of six (6In addition to Section 7.15(a) years above, from and after the Effective Date, Cascade MBFI shall, and shall cause its Subsidiaries to, maintain and preserve the rights to indemnification of Home’s XXXX’x and its Subsidiaries’ officers, employees, directors and agents to the maximum extent permitted by any of the Home ArticlesXXXX Certificate, Home Bylaws, XXXX By-Laws and the governing documents charter and bylaws of Home’s applicable Significant Subsidiaries, OB Bank and applicable law as in effect on the date hereof with respect to indemnification for liabilities and claims arising out of claims, actions, suits, proceedings or investigations (each, a “Claim”) made, asserted or arising prior to or within six years after the Effective Time, if such Claim pertains to any acts, omissions, events, matters or circumstances occurring or existing at or prior to the Effective Time, including the MergerTransactions and the matters referred to in Section 7.15(b) of XXXX’x written disclosure schedule, to the extent such rights to indemnification are not in excess of that permitted by applicable state or federal laws or Regulatory AgenciesAuthorities. (c) In connection with the indemnification provided pursuant to Section 6.6(b7.15(b), Cascade MBFI and/or a Cascade an MBFI Subsidiary (i) will advance expenses, promptly after statements therefor are received, to each such indemnified person Person to the fullest extent permitted by law and Regulatory Agencies (provided the individual to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such individual is not entitled to indemnification)Authorities, including the payment of the fees and expenses of one counsel with respect to a matter, and one local counsel in each applicable jurisdiction, if necessary or appropriate, selected by such indemnified person Person or multiple indemnified personsPersons, it being understood that they collectively shall only be entitled to one counsel and one local counsel in each applicable jurisdiction where necessary or appropriate (unless a conflict shall exist between them in which case they may retain separate counsel), all such counsel shall be reasonably satisfactory to Cascade MBFI and (ii) will cooperate in the defense of any such matter. (d) This Section 6.6 7.15 shall survive the Effective Time, is intended to benefit each indemnified person Person (each of whom shall be entitled to enforce this Section against Cascade from and after the Effective TimeMBFI), and shall be binding on all successors and assigns of CascadeMBFI. (e) In the event Cascade MBFI or any of its successors or assigns (i) consolidates with or merges into any other person Person and shall not be the continuing or surviving company corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to one or more other personsPersons, then, and in each such case, proper provision shall be made so that the successors and assigns of Cascade MBFI assume the obligations set forth in this Section 6.67.15. (f) MBFI shall pay all expenses (including attorneys’ fees) that may be reasonably incurred by any indemnified Person in enforcing the indemnity and other obligations provided for in this Section 7.15 if the indemnified Person is successful in whole or any material part or if any dispute relating thereto is settled or compromised.