The Company agrees before, during and after the Agreement Term to indemnify and hold harmless the Executive (and advance him expenses) to the fullest extent permitted by the Company’s and Holdings’ articles of incorporation and/or by-laws, which for the Company and Holdings shall be the articles and by-laws as in effect as of the Effective Date (unless such documents are amended in a manner favorable to the Executive, in which case the Executive shall be afforded the benefits of such amendment), or if greater, in accordance with applicable law for actions or inactions of the Executive as an officer, director, employee or agent of the Company or Holdings or any affiliate or as a fiduciary of any benefit plan of any of the foregoing or as otherwise set forth in the applicable document.  The Company also agrees to provide the Executive with directors’ and officers’ liability insurance coverage (obtained by the Company or Holdings) both during and, with regard to matters occurring during, employment or while serving as a director of the Company, Holdings or any affiliate, which coverage will be at a level at least equal to the level being maintained at such time for the then current officers and directors and shall continue until such time as suits can no longer be brought against the Executive as a matter of law.