Common use of DURATION OF AGREEMENT Clause in Contracts

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination of the Corporate Status of the Indemnitee and shall continue for so long as the Indemnitee may have any liability or potential liability by virtue of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in such capacity at the time any liability or Expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is a director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and for a period of five (5) years thereafter, and in addition shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period the Indemnitee is an Enterprise Fiduciary of the Indemnitee Company (or is or was serving at the request of the Company as an Enterprise Fiduciary another Enterprise) and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which fact that the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating theretowas an Enterprise Fiduciary, whether or not he the Indemnitee is acting or serving in any such capacity at the time any liability or Expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue until six years after the Indemnitee has ceased to be an Enterprise Fiduciary of the Indemnitee Company (or is or was serving at the request of the Company as an Enterprise Fiduciary another Enterprise) and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which fact that the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating theretowas an Enterprise Fiduciary, whether or not he the Indemnitee is acting or serving in any such capacity at the time any liability or Expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is an executive of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter for (i) an additional three (3) years or (ii) so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 of this Agreement) by virtue reason of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement, whichever such additional term is longer. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including including, without limitation, any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period the Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his the Indemnitee’s Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he the Indemnitee is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue for thereafter so long as the Indemnitee may have could be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Indemnitee’s Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he Indemnitee is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue for five (5) years thereafter or, if longer, so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his or her Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he or she is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period the Indemnitee is a director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee, trustee, partner, member or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue for thereafter so long as the Indemnitee shall be, or may have become, subject to any liability Proceeding (or potential liability any proceeding commenced under Section 6 hereof) by virtue reason of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise) and shall continue thereafter for so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Indemnitee’s Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he Indemnitee is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination of the Corporate Status of the Indemnitee and shall continue for so long as the Indemnitee may have any liability or potential liability by virtue of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in such capacity at the time any liability or Expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the CompanyCameron), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period ending six (6) years after the Indemnitee ceases to serve as an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Indemnitee’s Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he Indemnitee is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Indemnitee’s Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he Indemnitee is acting or serving in any such capacity at the time any liability Liability or Expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is a director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of the Company or another Enterprise) and for a period of ten (10) years thereafter, and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Indemnitee’s Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he Indemnitee is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this AgreementAgreement and regardless of any subsequent amendment to the Charter Documents, the DGCL or any other agreement relating to indemnification of Indemnitee. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status --------------------- Company contained herein shall continue during the period Indemnitee is an officer and/or a director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 8 hereof) by virtue reason of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as an officer and/or a director of the Company or any other enterprise at the Company's request.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is an officer, director or advisor of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, advisor, employee or agent of another company or corporation, partnership, joint venture, trust or other enterprise) and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) [consider extending for several years after term of service, even if claim has not yet been paid] and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. [This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.]

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue until six years after the end of any period Indemnitee is an officer or director of the Indemnitee and Company (or is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise) but shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 8 hereof) by virtue reason of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification Status or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating theretootherwise, whether or not he is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement, notwithstanding such six year period. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, legatees, administrators, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue for thereafter so long as the Indemnitee may have could be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 6 hereof) by virtue reason of his Indemnitee’s Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he Indemnitee is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.. 4 To be inserted as applicable

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other Enterprise) and shall continue for five (5) years thereafter or, if longer, so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is a director, officer or member of the Indemnitee executive committee of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of any other Enterprise) and shall continue for so long as the thereafter if and while Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 8) by virtue reason of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating theretoCompany Position, whether or not he is acting or serving in any such capacity at the time of initiation of the Proceeding, while the Proceeding is pending or at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status of the Indemnitee and Company contained herein shall continue for so long as the Indemnitee may have any liability or potential liability by virtue of serving as an officer or director of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as Indemnitee shall be subject to any Proceeding (or any proceeding commenced under Section 7 hereof) by reason of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination (a) All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 5 hereof) by virtue reason of his Indemnitee’s Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he Indemnitee is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. . (b) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors executors, and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise), shall continue for five (5) years after such services cease, and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his or her Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he or she is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and for a period of ten years after the end thereof and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in any such capacity at the time any liability or Expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination of the Corporate Status of the Indemnitee and shall continue for so long as the Indemnitee may have any liability or potential liability by virtue of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, regardless of whether or not he is acting or serving in such capacity at the time any liability or Expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other Enterprise) and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Indemnitee’s Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he Indemnitee is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise), and shall continue for six (6) years after the termination of such service, and thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue for thereafter so long as the Indemnitee may have could be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 6 hereof) by virtue reason of his Indemnitee’s Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he Indemnitee is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and for a period of at least five years thereafter, and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination of the Corporate Status of the Indemnitee and shall continue for so long as the Indemnitee may have any liability or potential liability by virtue of his Corporate StatusStatus or for any Covered Actions and Inactions, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in such capacity at the time any liability or Expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is serving as a director of the Indemnitee Company (or is or was serving at the request of the Company as an officer, director, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Indemnitee's Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he Indemnitee is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as a director of the Company or any other enterprise at the Company's request.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue to apply during the period Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other Enterprise) and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Indemnitee’s Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he Indemnitee is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is serving as an officer of the Indemnitee Company (or is or was serving at the request of the Company as an officer, director, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Indemnitee's Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he Indemnitee is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as an officer of the Company or any other enterprise at the Company's request.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and [for a period of five (5) years thereafter and] shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement All agreements and obligations of the Company contained herein shall be unaffected by continue during the period Indemnitee is an officer or director of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise), and for six years after the termination of the Corporate Status of the Indemnitee such period, and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his or her Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he or she is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and for a period of three (3) years thereafter and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue until ten (10) years after the end of any period Indemnitee is an officer or director of the Indemnitee and Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other Enterprise) but shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification Status or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating theretootherwise, whether or not he is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement, notwithstanding such ten (10) year period. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue until six (6) years after the end of any period Indemnitee is an officer or director of the Indemnitee and Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other Enterprise) but shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification Status or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating theretootherwise, whether or not he is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement, notwithstanding such six (6) year period. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is a director of the Indemnitee Company (or, while serving as a director of the Company, is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any Proceeding commenced under Section 5 hereof) by virtue reason of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all all, or substantially all all, of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.. DIRECTOR INDEMNIFICATION AGREEMENT- 8

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period the Indemnitee is a director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability current or potential liability future Proceeding (or any proceeding commenced under Section 13 hereof) by virtue reason of his Indemnitee’s Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he the Indemnitee is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is a director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and for a period of five (5) years thereafter, and in addition shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in any such capacity at the time time, any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise) and for a period of six (6) years thereafter and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is a director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise) and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Indemnitee’s Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he Indemnitee is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by reorganization, purchase, merger, consolidation or otherwise to all or substantially all of the business business, stock or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period ending no less than five years after the Indemnitee ceases to serve as an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Indemnitee’s Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he such person is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue for the longer of ten (10 years thereafter or so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his or her Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he or she is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise) and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Indemnitee’s Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he Indemnitee is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and for a period of six years thereafter and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and for a period of three (3) years after the end thereof and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his or her Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is a director or officer of the Indemnitee Company (or is or was serving at the request of the Company as a director, manager, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise) and for a period of six (6) years thereafter and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7) by virtue reason of his Corporate Company Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he Indemnitee is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto to this Agreement and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is a director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter for (i) an additional three (3) years or (ii) so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 of this Agreement) by virtue reason of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement, whichever such additional term is longer. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including including, without limitation, any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise) and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Indemnitee’s Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he Indemnitee is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation consolidation, or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors executors, and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) and shall continue for thereafter so long as the Indemnitee may shall have any liability or potential liability in any Proceeding (or any proceeding commenced under Section 8 hereof) by virtue reason of his Indemnitee’s Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he such person is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification indemnification, advancement of Expenses or contribution can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination of the Corporate Status of the Indemnitee and shall continue for so long as the Indemnitee may have any liability or potential liability by virtue of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in such capacity at the time any liability or Expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives. 18.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Partnership contained herein shall continue during the period Indemnitee is an officer or director of the Indemnitee GP or the Partnership (or is or was serving at the request of the Partnership as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and for a further period of four (4) years and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Corporate Official Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the CompanyPartnership), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period the Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and for a period of five (5) years thereafter and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is a director/manager of the Indemnitee Company (or is or was serving at the request of the Company as a director/manager, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise) and shall continue for thereafter so long as the Indemnitee may have any liability or potential liability by virtue of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of shall be subject to any Proceeding (or any proceeding commenced under Section 7 hereof) by the Indemnitee pursuant to Section 10 reason of this Agreement relating theretoIndemnitee’s Company Status, whether or not he Indemnitee is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by reorganization, purchase, merger, consolidation or otherwise to all or substantially all of the business business, units or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and for a period of ten (10) years thereafter and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Indemnitee’s Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he Indemnitee is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue for five (5) years thereafter or, if longer, so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Indemnitee’s Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto Parties and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination of the Corporate Status of the Indemnitee and shall continue for so long as the Indemnitee may have any liability or potential liability by virtue of his Corporate Status or may be asked to serve as a witness because of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in such capacity at the time any liability or Expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue for five (5) years thereafter or, if longer, so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Indemnitee’s Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he Indemnitee is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination of the Corporate Status of the Indemnitee and shall continue for so long as the Indemnitee may have any liability or potential liability by virtue of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 9 of this Agreement relating thereto, regardless of whether or not he is acting or serving in such capacity at the time any liability or Expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period the Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter for a period of six (6) years, and shall also continue thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is a director or officer of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise), and for ten years thereafter, provided that such agreements and obligations of the Company shall further continue for so long as the Indemnitee shall be or may have become subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is, and ending ten years after the Indemnitee ceases to serve as, an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his [his]/[her] Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he [he]/[she] is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination of the Corporate Status Capacity of the Indemnitee and shall continue for so long as the Indemnitee may have any liability or potential liability by virtue of his Corporate StatusCapacity, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not s/he is acting or serving in such capacity at the time any liability or Expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is serving as a director or officer of the Indemnitee Company (or is or was serving at the request of the Company as an officer, director, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Indemnitee's Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he Indemnitee is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as a director or officer of the Company or any other enterprise at the Company's request.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and for a period of two (2) years thereafter and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is an officer, director or employee of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Indemnitee’s Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he Indemnitee is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, manager, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue for thereafter so long as the Indemnitee may have any liability or potential liability by virtue of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of shall be subject to any Proceeding (or any proceeding commenced under Section 7 hereof) by the Indemnitee pursuant to Section 10 reason of this Agreement relating theretoIndemnitee’s Company Status, whether or not he Indemnitee is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period the Indemnitee is an officer, manager or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, manager, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise) and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 8) by virtue reason of his Corporate or her Company Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he or she is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Indemnitee’s Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto (and, where indicated in this Agreement, by the beneficiaries hereof) and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, domestic partners, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue for five (5) years thereafter or, if longer, so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7) by virtue reason of his or her Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he or she is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and for seven years thereafter and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his or her Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he or she is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period the Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise), and for a period of ten (10) years thereafter, and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is a director, officer or in other capacities on behalf of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his or her Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he or she is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein will continue during the period Indemnitee is an officer or director of the Indemnitee Company or a Subsidiary (or is or was serving at the request of the Company or a Subsidiary as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other Enterprise) and shall will continue for thereafter so long as the Indemnitee may have will be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7) by virtue reason of his or her Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he or she is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall will be binding upon on and inure to the benefit of and be enforceable by the parties hereto of this Agreement and their respective successors (including any direct or indirect successor by purchase, merger, consolidation consolidation, or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors executors, and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period the Indemnitee is an executive officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director or executive officer, of another corporation, partnership, joint venture, trust or other enterprise) and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his the Indemnitee’s Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he the Indemnitee is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained in this Agreement will continue during the period Indemnitee is an officer or director of the Indemnitee and shall Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) for 10 years after term of service, even if claim has not yet been paid will continue for so long as the Indemnitee may have will be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7) by virtue reason of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall will be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status of the Indemnitee and Company contained herein shall continue for so long as the Indemnitee may have any liability or potential liability by virtue of serving as a director, officer or employee of the Company (or serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as Indemnitee shall be subject to any Proceeding (or any proceeding commenced under Section 6 hereof) by reason of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and for a period of three (3) years after the end thereof and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in any such capacity at the time any liability or Expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period the Indemnitee is a director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter for (i) an additional three (3) years or (ii) so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 of this Agreement) by virtue reason of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement, whichever such additional term is longer. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including including, without limitation, any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is a director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of the Company or another Enterprise) and for a period of ten (10) years thereafter, and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Indemnitee’s Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he Indemnitee is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this AgreementAgreement and regardless of any subsequent amendment to the Charter Documents, the PBCL or any other agreement relating to indemnification of Indemnitee. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Corporation contained herein shall continue during the period Indemnitee is an officer or director of the Indemnitee Corporation (or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and for a period of three (3) years thereafter; and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the CompanyCorporation), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another Enterprise) and shall continue thereafter (a) for seven (7) years, or if applicable after such seven (7) year period, (b) for so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period the Indemnitee is an officer, manager or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, manager, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise) and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 8) by virtue reason of his or her Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he or she is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) [consider extending for several years after term of service, even if claim has not yet been paid] and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 5 hereof) by virtue reason of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is a director or officer of the Indemnitee Company (or is or was serving at the request of the Company as a director, manager, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise) and for a period of ten (10) years thereafter and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Corporate Company Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period the Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 above) by virtue reason of his the Indemnitee’s Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he the Indemnitee is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives. This Agreement shall continue in effect regardless of whether the Indemnitee continues to serve as an officer or director of the Company or any other Enterprise at the Company's request.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is a director or officer of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his or her Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he or she is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is an officer, director, or manager of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, manager, employee or agent of another Enterprise) and shall continue thereafter (a) for seven (7) years, or if applicable after such seven (7) year period, (b) for so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is a director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise), plus three (3) years thereafter, and shall continue for in all events thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7) by virtue reason of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating theretonot matter when instituted, whether or not he is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue for a period of no less than seven years after the Indemnitee ceases to serve as an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust employee benefit plan or other enterprise) and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is a member of the Indemnitee Management Board or Supervisory Board member of the Company (or is or was serving at the request of the Company as a Supervisory Board member, Management Board member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 6 hereof) by virtue reason of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein will continue during the period Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall will continue for thereafter so long as the Indemnitee will be or may have become subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 of this Agreement) by virtue reason of his Indemnitee’s Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he Indemnitee is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall will be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, manager, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise) and for a period of six years thereafter and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination of the Corporate Company Status of the Indemnitee and shall continue for so long as the Indemnitee may have any liability or potential liability by virtue of his Corporate the Indemnitee’s Company Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 9 of this Agreement relating thereto, whether or not he the Indemnitee is acting or serving in such capacity at the time any liability or Expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Partnership or the Company), assigns, spouses, heirs, executors and personal and legal representatives.

DURATION OF AGREEMENT. This Agreement shall be unaffected by the termination All agreements and obligations of the Corporate Status Company contained herein shall continue during the period Indemnitee is an officer or director of the Indemnitee Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and for a period of three years thereafter, and shall continue for thereafter so long as the Indemnitee may have shall be subject to any liability Proceeding (or potential liability any proceeding commenced under Section 7 hereof) by virtue reason of his or her Corporate Status, including, without limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto, whether or not he or she is acting or serving in any such capacity at the time any liability or Expense expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.