From and after the Effective Time, BRPA and the Surviving Corporation shall indemnify and hold harmless each present and former director and officer of BRPA, the Company and each of the Company’s Subsidiaries against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or

Indemnification and Directors and Officers Liability Insurance. The Company shall, to the fullest extent permitted by applicable law, indemnify Executive with respect to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether or not such action, suit or proceeding arises or arose by or in the right of the Company or other entity) by reason of the fact that Executive is or was a director or officer of the Company or of any subsidiary of the Company or is or was serving at the request of the Company as a director, officer, employee, general partner, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise (including service with respect to employee benefit plans), against expenses, (including, but not limited to, attorneys’ fees and costs), judgments, fines (including excise taxes assessed on a person with respect to any employee benefit plan) and amounts paid in settlement actually and reasonably incurred by such director or officer in connection with such action, suit or proceeding, which amounts the Company will advance to Executive as the same are incurred; however, Executive shall repay any expenses paid or reimbursed by the Company if it is ultimately determined by order of a court of competent jurisdiction (without further right of appeal) that Executive is not legally entitled to be indemnified by the Company. If applicable law requires that the Board make an investigation and/or determination of the matter for which indemnification is being sought prior to paying or reimbursing Executive, the Company shall use its commercially reasonable efforts to cause the investigation to be made (at the Company’s expense) and to have the Board reach a determination as soon as reasonably possible. During the Employment Term, the Company shall maintain directors and officers liability insurance with coverage limits of at least the amount in effect on the date hereof. The Company’s obligations to indemnify Executive and to advance or reimburse expenses provided by this Section shall continue after the termination of this Agreement or Executive’s employment for any reason. The rights to indemnification and advancement or reimbursement of expenses provided by this Section shall not be deemed exclusive of any other rights to which Executive may be entitled under any charter, bylaw, other organization document, agreement, vote of shareholders or directors or otherwise.

See unaudited Company financial statements for and as of the period ended June 30, 2017 as filed by the Company with the Securities and Exchange Commission in its Form 10-Q filed on August 1, 2017.

Directors and Officers of the Surviving Corporation. The directors of the Bank immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Charter and By-laws of the Bank, and the officers of the Bank immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until the earlier of their resignation or removal or until their respective successors are duly elected or appointed in accordance with the Charter and By-laws of the Bank and applicable Law.

The Plan satisfies the requirements of section 1123(a)(7) of the Bankruptcy Code. In accordance with Article IV.M of the Plan, the identities of the members of the Reorganized Holdco Board and the officers, directors, and/or managers of each of the Reorganized Debtors are identified in [Exhibit F] of the Plan Supplement, which exhibit may be modified and/or supplemented prior to the Effective Date. The selection of the Reorganized Holdco Board and the officers, directors, and/or managers of each of the Reorganized Debtors is consistent with the interests of all holders of Claims and Interests, and public policy.

Directors. The Board of Directors of the Company or the Compensation and Benefits Committee of the Board of Directors.

Directors. The directors of Parent Company at the Effective Time of the Acquisition shall be the directors of the subsidiary, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. The directors of ​ shall remain the directors of the acquired entity.

Officers’ Certificate. The Purchaser shall have received a certificate executed by the Chief Executive Officer and the Chief Financial Officer of the Parent, in form and substance reasonably satisfactory to the Purchaser, certifying that the conditions set forth in Sections 3.2.2(g), 3.2.2(h), 3.2.2(i) and 3.2.2(j) of this Agreement have been satisfied.

Set forth on [Schedule 1.01(c)] are Responsible Officers, holding the offices indicated next to their respective names, as of the Closing Date and as of the last date such [Schedule 1.01(c)] was required to be updated in accordance with Sections 6.02, 6.13 and 6.14 and such Responsible Officers are the duly elected and qualified officers of such Loan Party and are duly authorized to execute and deliver, on behalf of the respective Loan Party, this Agreement, the Notes and the other Loan Documents.

Section # Indemnification and Exculpation of Directors, Officers and Employees; Directors’ and Officers’ Insurance; Release.