Common use of Insurance and Subrogation Clause in Contracts

Insurance and Subrogation. (a) The Corporation may purchase and maintain insurance on behalf of Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the 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, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any notice of the commencement of a proceeding, the Corporation shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In the event of any payment by the Corporation under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may purchase and maintain To the extent that the Company maintains an insurance on behalf of Indemnitee who is policy or was policies providing liability insurance for directors, officers, employees, agents or has agreed to serve at the request fiduciaries of the Corporation as a director Company or officer of the Corporation, or is or was for individuals serving at the request of the Corporation Company as a directordirectors, officerofficers, employee partners, members, venturers, proprietors, trustees, employees, agents, fiduciaries or agent similar functionaries of another foreign or domestic corporation, partnership, limited liability company, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee, agent or fiduciary under such policy or policies. (b) In the event of any payment by the Company under this Agreement for which reimbursement is available under any insurance policy or policies obtained by the Company, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee under such insurance policy or policies, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights, provided that all Expenses relating to such action shall be borne by the Company. (c) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under the Company’s charter or bylaws or any insurance policy, contract, agreement or otherwise. (d) If Indemnitee is a director of the Company, the Company will advise the Board of any proposed material reduction in the coverage for Indemnitee to be provided by the Company’s directors’ and officers’ liability asserted againstinsurance policy and will not effect such a reduction with respect to Indemnitee without the prior approval of at least 80% of the Independent Directors of the Company. (e) If Indemnitee is a director of the Company during the term of this Agreement and if Indemnitee ceases to be a director of the Company for any reason, the Company shall procure a run-off directors’ and officers’ liability insurance policy with respect to claims arising from facts or events that occurred before the time Indemnitee ceased to be a director of the Company and covering Indemnitee, which policy, without any lapse in coverage, will provide coverage for a period of six years after the time Indemnitee ceased to be a director of the Company and will provide coverage (including amount and type of coverage and size of deductibles) that are substantially comparable to the Company’s directors’ and officers’ liability insurance policy that was most protective of Indemnitee in the 12 months preceding the time Indemnitee ceased to be a director of the Company and that is reasonably satisfactory to Indemnitee; provided, however, that: (i) this obligation shall be suspended during the period immediately following the time Indemnitee ceases to be a director of the Company if and only so long as the Company has a directors’ and officers’ liability insurance policy in effect covering Indemnitee for such claims that, if it were a run-off policy, would meet or exceed the foregoing standards, but in any event this suspension period shall end when a Change in Control occurs; and (ii) no later than the end of the suspension period provided in the preceding clause (i) (whether because of failure to have a policy meeting the foregoing standards or because a Change in Control occurs), the Company shall procure a run-off directors’ and officers’ liability insurance policy meeting the foregoing standards and lasting for the remainder of the six-year period. (f) Notwithstanding the preceding clause (e) including the suspension provisions therein, if Indemnitee ceases to be an officer or a director of the Company in connection with a Change in Control or at or during the one-year period following the occurrence of a Change in Control, the Company shall procure a run-off directors’ and officers’ liability insurance policy covering Indemnitee that is reasonably satisfactory to Indemnity, meets the foregoing standards in clause (e), and incurred by, Indemnitee or on lasts for a six-year period upon the Indemnitee’s behalf ceasing to be an officer or a director of the Company in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. circumstances. (g) If the Corporation has such insurance in effect at the time of the Corporation receives from Indemnitee any receipt of a notice of a Claim pursuant to the commencement of a proceedingterms hereof, the Corporation Company has directors’ and officers’ liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding Claim to the insurers in accordance with the procedures set forth in the policyrespective policies. The Corporation Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Claim in accordance with the terms of such policypolicies. (b) In the event of any payment by the Corporation under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may purchase and maintain insurance on behalf of Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the 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, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s 's behalf in any such capacity, or arising out of Indemnitee’s 's status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any notice of the commencement of a proceeding, the Corporation shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In the event of any payment by the Corporation under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may Company shall use its reasonable best efforts to purchase and maintain a policy or policies of insurance on behalf of with reputable insurance companies providing Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the 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, employee benefit plan or other enterprise against with coverage for any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such by reason of the fact that Indemnitee is or was or has agreed to serve as a director, officer, employee or agent of the Company, or while serving as a director or officer of the Company, is or was serving or has agreed to serve at the request of the Company as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, or arising out of Indemnitee’s status as such, whether or not the Corporation Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. Such insurance policies shall have coverage terms and policy limits at least as favorable to Indemnitee as the insurance coverage provided to any other director or officer of the Company. If the Corporation Company has such insurance in effect at the time the Corporation Company receives from Indemnitee any notice of the commencement of a an action, suit or proceeding, the Corporation Company shall give prompt notice of the commencement of such action, suit or proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (ba) In Subject to Section 9(b), in the event of any payment by the Corporation Company under this Agreement, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who . Indemnitee shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (cb) The Corporation Subject to Section 9(b), the Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, fines and amounts paid in settlement, and excise taxes or penalties relating to the Employee Retirement Income Security Act of 1974, as amended) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may purchase and maintain insurance on behalf For the duration of Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the Corporation, or is or was serving at the request of the Corporation Indemnitee’s service as a director, officer, employee employee, or agent of another corporationthe Company and for not less than six years thereafter or, partnershipif later, joint venturefor so long as Indemnitee is subject to any possible action, trustsuit or proceeding described in Section 1(a) above, employee benefit plan the Company shall provide directors’ and officers’ liability insurance coverage for Indemnitee that is at least as favorable in scope and amount as that provided as of such time for the Company’s directors and other executive officers. Upon request, the Company shall provide Indemnitee or his counsel with a copy of all directors’ and officers’ liability insurance applications, binders, policies, declarations, endorsements and other enterprise against any related materials. In all policies of directors’ and officers’ liability asserted against, and incurred byinsurance obtained by the Company, Indemnitee or on Indemnitee’s behalf shall be named as an insured in any such capacitya manner as to provide Indemnitee the same rights and benefits, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any notice of the commencement of a proceeding, the Corporation shall give prompt notice of the commencement of such proceeding subject to the insurers in accordance with same limitations, as are accorded to the procedures set forth in the policy. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of Company’s directors and officers most favorably insured by such policy. (b) In the event of any payment by the Corporation Company under this Agreement, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may Company shall use its reasonable best efforts to purchase and maintain a policy or policies of insurance on behalf with reputable insurance companies with A.M. Best ratings of “A” or better, providing Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the 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, employee benefit plan or other enterprise against with coverage for any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such by reason of the fact that Indemnitee is or was or has agreed to serve as a director, officer, employee or agent of the Company, or while serving as a director or officer of the Company, is or was serving or has agreed to serve at the request of the Company as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, or arising out of Indemnitee’s status as such, whether or not the Corporation Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. Such insurance policies shall have coverage terms and policy limits at least as favorable to Indemnitee as the insurance coverage provided to any other director or officer of the Company. If the Corporation Company has such insurance in effect at the time the Corporation Company receives from Indemnitee any notice of the commencement of a an action, suit or proceeding, the Corporation Company shall give prompt notice of the commencement of such action, suit or proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (ba) In Subject to Section 9(b), in the event of any payment by the Corporation Company under this Agreement, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who . Indemnitee shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (cb) The Corporation Subject to Section 9(b), the Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, fines and amounts paid in settlement, and excise taxes or penalties relating to the Employee Retirement Income Security Act of 1974, as amended) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) a. The Corporation Company may purchase and maintain insurance on behalf of Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the Corporation, Company (or is or was serving at the request of the Corporation Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan plan, limited liability company or other enterprise enterprise) against any liability asserted against, against Indemnitee and incurred by, by Indemnitee or on Indemnitee’s behalf in any such capacity, capacity or arising out of Indemnitee’s status as suchsuch status, whether or not the Corporation Company would have the power to indemnify Indemnitee against such liability. To the extent that the Company maintains liability insurance for directors and officers of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan, limited liability company or other enterprise on which any such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for such director or officer under the provisions of this Agreementsuch policy or policies. If the Corporation Company has such insurance in effect at the time the Corporation Company receives from Indemnitee any notice of the commencement of a an action, suit or proceeding, the Corporation Company shall give prompt notice of the commencement of such action, suit or proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such action, suit or proceeding in accordance with the terms of such policy. (b) b. In the event of any payment by the Corporation Company under this the Agreement, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such subrogation. (c) c. The Corporation Company shall not be liable under this the Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fineswithout limitation, ERISA excise taxes or penalties, judgments, fines and amounts paid or to be paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may Company shall use its reasonable best efforts to purchase and maintain a policy or policies of insurance on behalf with reputable insurance companies with A.M. Best ratings of “A” or better, providing Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the 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, employee benefit plan or other enterprise against with coverage for any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such by reason of the fact that Indemnitee is or was or has agreed to serve as a director, officer, employee or agent of the Company, or while serving as a director or officer of the Company, is or was serving or has agreed to serve at the request of the Company as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, or arising out of Indemnitee’s status as such, whether or not the Corporation Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. Such insurance policies shall have coverage terms and policy limits at least as favorable to Indemnitee as the insurance coverage provided to any other director or officer of the Company. If the Corporation Company has such insurance in effect at the time the Corporation Company receives from Indemnitee any notice of the commencement of a an action, suit or proceeding, the Corporation Company shall give prompt notice of the commencement of such action, suit or proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In Subject to Section 9(b), in the event of any payment by the Corporation Company under this Agreement, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who . Indemnitee shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation Subject to Section 9(b), the Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, finesfines and amounts paid in settlement, and ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation Company may purchase and maintain insurance on behalf of Indemnitee who is or was or has agreed to serve at the request of the Corporation Company as a director or officer of the CorporationCompany, or is or was serving at the request of the Corporation Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation Company has such insurance in effect at the time the Corporation Company receives from Indemnitee any notice of the commencement of a proceeding, the Corporation Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation Company shall thereafter take all reasonably necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In the event of any payment by the Corporation Company under this Agreement, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may purchase and maintain To the extent that the Company maintains an insurance on behalf of Indemnitee who is policy or was policies providing liability insurance for directors, officers, employees, agents or has agreed to serve at the request fiduciaries of the Corporation as a director Company or officer of the Corporation, or is or was for individuals serving at the request of the Corporation Company as a directordirectors, officerofficers, employee partners, members, venturers, proprietors, trustees, employees, agents, fiduciaries or agent similar functionaries of another foreign or domestic corporation, partnership, limited liability company, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against, and incurred byenterprise, Indemnitee shall be covered by such policy or on Indemnitee’s behalf policies in accordance with its or their terms to the maximum extent of the coverage available for any such capacitydirector, officer, employee, agent or arising out of Indemnitee’s status as suchfiduciary under such policy or policies; provided, whether or however, that the Company shall not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions be in breach of this AgreementSection 7.2(a) by reason of obtaining any independent director liability insurance policies. If the Corporation has such insurance in effect If, at the time of the Corporation receives from Indemnitee any receipt of notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such claim or of the commencement of a proceedingProceeding, as the Corporation shall give prompt notice of the commencement of such proceeding case may be, to the insurers in accordance with the procedures set forth in the policyrespective policies. The Corporation Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Proceeding in accordance with the terms of such policypolicies. (b) In the event of any payment by the Corporation Company under this Agreement, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policyIndemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with rights, provided that all Expenses relating to such action shall be borne by the terms of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogationCompany. (c) The Corporation Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement the Certificate of Incorporation or Bylaws or any insurance policy, contract, agreement or otherwise. (d) If Indemnitee is a director of the Company, the Company will advise the Board of any proposed material reduction in the amount of coverage limits for Indemnitee to be provided by the Company’s directors’ and officers’ liability insurance policy and will not effect such a reduction with respect to Indemnitee without the prior approval of at least 80% of the Independent Directors of the Company. (e) If Indemnitee is a director of the Company during the term of this Agreement and if Indemnitee ceases to be a director of the Company for any reason, the Company shall procure a run-off directors’ and officers’ liability insurance policy with respect to claims arising from facts or events that occurred before the time Indemnitee ceased to be a director of the Company and covering Indemnitee, which policy, without any lapse in coverage, will provide coverage for a period of six years after the time Indemnitee ceased to be a director of the Company and will provide coverage (including amount and type of coverage and size of deductibles) that are substantially comparable to the Company’s directors’ and officers’ liability insurance policy that was most protective of Indemnitee in the 12 months preceding the time Indemnitee ceased to be a director of the Company; provided, however, that: (i) this obligation shall be suspended during the period immediately following the time Indemnitee ceases to be a director of the Company if and only so long as the Company has a directors’ and officers’ liability insurance policy in effect covering Indemnitee for such claims that, if it were a run-off policy, would meet or exceed the foregoing standards, but in any event this suspension period shall end when a Change in Control occurs; and (ii) no later than the end of the suspension period provided in the preceding clause (i) (whether because of failure to have a policy meeting the foregoing standards or because a Change in Control occurs), the Company shall procure a run-off directors’ and officers’ liability insurance policy meeting the foregoing standards and lasting for the remainder of the six-year period. (f) Notwithstanding the preceding clause (e) including the suspension provisions therein, if Indemnitee ceases to be an officer or a director of the Company in connection with a Change in Control or at or during the one-year period following the occurrence of a Change in Control, the Company shall procure a run-off directors’ and officers’ liability insurance policy covering Indemnitee and meeting the foregoing standards in clause (e) and lasting for a six-year period upon Indemnitee’s ceasing to be an officer or a director of the Company in such circumstances. (g) If at the time of the receipt of a notice of a Claim or Proceeding pursuant to the terms hereof, the Company has directors’ and officers’ liability insurance in effect, the Company shall give prompt notice of the commencement of such Claim or Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Claim or Proceeding in accordance with the terms of such policies.

Insurance and Subrogation. (a) The Corporation may Company shall use its reasonable best efforts to purchase and maintain a policy or policies of insurance on behalf with reputable insurance companies with A.M. Best ratings of “A” or better, providing Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the 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, employee benefit plan or other enterprise against with coverage for any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such by reason of the fact that Indemnitee is or was or has agreed to serve as a director, officer, employee or agent of the Company, or while serving as a director or officer of the Company, is or was serving or has agreed to serve at the request of the Company as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, or arising out of Indemnitee’s status as such, whether or not the Corporation Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. Such insurance policies shall have coverage terms and policy limits at least as favorable to Indemnitee as the insurance coverage provided to any other director or officer of the Company. If the Corporation Company has such insurance in effect at the time the Corporation Company receives from Indemnitee any notice of the commencement of a an action, suit or proceeding, the Corporation Company shall give prompt notice of the commencement of such action, suit or proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In Subject to Section 9(b), in the event of any payment by the Corporation Company under this Agreement, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who . Indemnitee shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation Subject to Section 9(b), the Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, fines and amounts paid in settlement, and excise taxes or penalties relating to the Employee Retirement Income Security Act of 1974, as amended) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation Company may purchase and maintain insurance on behalf of Indemnitee who is or was or has agreed to serve at the request of the Corporation Company or Holdco as a director or officer of the CorporationCompany or Holdco, or is or was serving at the request of the Corporation Holdco as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation Company has such insurance in effect at the time the Corporation Company receives from Indemnitee any notice of the commencement of a proceeding, the Corporation Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In the event of any payment by the Corporation Company under this Agreement, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Company shall pay or reimburse all expenses Expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may Company shall purchase and maintain insurance in reasonable amounts from established and reputable insurers on behalf of Indemnitee (which shall include so called “tail” coverage) who is or was or has agreed to serve at the request of the Corporation Company as a director or officer of the CorporationCompany, or is or was serving at the request of the Corporation Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation Company has such insurance in effect at the time the Corporation Company receives from Indemnitee any notice of the commencement of a proceeding, the Corporation Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In the event of any payment by the Corporation Company under this Agreement, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may purchase and maintain insurance on behalf For the duration of Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the Corporation, or is or was serving at the request of the Corporation Indemnitee's service as a director, officer, employee employee, or agent of another corporationthe Company and for not less than six years thereafter or, partnershipif later, joint venturefor so long as Indemnitee is subject to any possible action, trustsuit or proceeding described in Section 1(a) above, employee benefit plan the Company shall provide directors' and officers' liability insurance coverage for Indemnitee that is at least as favorable in scope and amount as that provided as of such time for the Company's directors and other executive officers. Upon request, the Company shall provide Indemnitee or his counsel with a copy of all directors' and officers' liability insurance applications, binders, policies, declarations, endorsements and other enterprise against any related materials. In all policies of directors' and officers' liability asserted against, and incurred byinsurance obtained by the Company, Indemnitee or on Indemnitee’s behalf shall be named as an insured in any such capacitya manner as to provide Indemnitee the same rights and benefits, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any notice of the commencement of a proceeding, the Corporation shall give prompt notice of the commencement of such proceeding subject to the insurers in accordance with same limitations, as are accorded to the procedures set forth in the policy. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of Company's directors and officers most favorably insured by such policy. (b) In the event of any payment by the Corporation Company under this Agreement, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rightsnecessarx xx xxxxxx xxxx xxxxxx, including execution of xxxxxxxxx xxxxxxxxx xf such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may purchase and maintain To the extent that the Company maintains an insurance on behalf of Indemnitee who is policy or was policies providing liability insurance for directors, officers, employees, agents or has agreed to serve at the request fiduciaries of the Corporation as a director Company or officer of the Corporation, or is or was for individuals serving at the request of the Corporation Company as a directordirectors, officerofficers, employee partners, members, venturers, proprietors, trustees, employees, agents, fiduciaries or agent similar functionaries of another foreign or domestic corporation, partnership, limited liability company, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against, and incurred byenterprise, Indemnitee shall be covered by such policy or on policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee, agent or fiduciary under such policy or policies. (b) In the event of any payment by the Company under this Agreement for which reimbursement is available under any insurance policy or policies obtained by the Company, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee under such insurance policy or policies, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights, provided that all Expenses relating to such action shall be borne by the Company. (c) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under the Company’s charter or bylaws or any insurance policy, contract, agreement or otherwise. (d) If Indemnitee is a director of the Company, the Company will advise the Board of any proposed material reduction in the coverage for Indemnitee to be provided by the Company’s directors’ and officers’ liability insurance policy and will not effect such a reduction with respect to Indemnitee without the prior approval of at least 80% of the Independent Directors of the Company. (e) If Indemnitee is a director of the Company during the term of this Agreement and if Indemnitee ceases to be a director of the Company for any reason, the Company shall procure a run-off directors’ and officers’ liability insurance policy with respect to claims arising from facts or events that occurred before the time Indemnitee ceased to be a director of the Company and covering Indemnitee, which policy, without any lapse in coverage, will provide coverage for a period of six years after the time Indemnitee ceased to be a director of the Company and will provide coverage (including amount and type of coverage and size of deductibles) that are substantially comparable to the Company’s directors’ and officers’ liability insurance policy that was most protective of Indemnitee in the 12 months preceding the time Indemnitee ceased to be a director of the Company; provided, however, that: (i) this obligation shall be suspended during the period immediately following the time Indemnitee ceases to be a director of the Company if and only so long as the Company has a directors’ and officers’ liability insurance policy in effect covering Indemnitee for such claims that, if it were a run-off policy, would meet or exceed the foregoing standards, but in any event this suspension period shall end when a Change in Control occurs; and (ii) no later than the end of the suspension period provided in the preceding clause (i) (whether because of failure to have a policy meeting the foregoing standards or because a Change in Control occurs), the Company shall procure a run-off directors’ and officers’ liability insurance policy meeting the foregoing standards and lasting for the remainder of the six-year period. (f) Notwithstanding the preceding clause (e) including the suspension provisions therein, if Indemnitee ceases to be an officer or a director of the Company in connection with a Change in Control or at or during the one-year period following the occurrence of a Change in Control, the Company shall procure a run-off directors’ and officers’ liability insurance policy covering Indemnitee and meeting the foregoing standards in clause (e) and lasting for a six-year period upon the Indemnitee’s behalf ceasing to be an officer or a director of the Company in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. circumstances. (g) If the Corporation has such insurance in effect at the time of the Corporation receives from Indemnitee any receipt of a notice of a Claim or Proceeding pursuant to the commencement of a proceedingterms hereof, the Corporation Company has directors’ and officers’ liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding Claim or Proceeding to the insurers in accordance with the procedures set forth in the policyrespective policies. The Corporation Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Claim or Proceeding in accordance with the terms of such policypolicies. (b) In the event of any payment by the Corporation under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may purchase To the extent the Company maintains a policy or policies of insurance providing directors’ and maintain insurance on behalf of officers’ liability insurance, Indemnitee who is shall be covered by such policy or was policies, in accordance with its or has agreed their terms, to serve at the request maximum extent of the Corporation as a coverage provided to any other director or officer of the CorporationCompany. If, 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, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation Company receives from Indemnitee any notice of the commencement of a proceedingan Action, Suit or Proceeding, the Corporation Company has such insurance in effect which would reasonably be expected to cover such Action, Suit or Proceeding, the Company shall give prompt notice of the commencement of such proceeding Action, Suit or Proceeding to the insurers in accordance with the procedures set forth in the policysuch policy or policies. The Corporation Company shall thereafter take all necessary or reasonably desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Action, Suit or Proceeding in accordance with the terms of such policypolicy or policies. (b) In Subject to Section 9(b), in the event of any payment by the Corporation Company under this Agreement, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who . Indemnitee shall execute all papers reasonably required and take all action reasonably necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to effectively bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Company shall pay or reimburse all expenses actually and reasonably Expenses incurred by Indemnitee in connection with such subrogation. (c) The Corporation Subject to Section 9(b), the Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgmentsJudgments, finesFines and Amounts Paid in Settlement, and ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may Company shall use its reasonable best efforts to purchase and maintain a policy or policies of insurance on behalf with reputable insurance companies with A.M. Best ratings of “A” or better (or, if A.M. Best does not rate the insurance company, an equivalent rating by an equivalent licensed insurance rating organization or agency), providing Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the 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, employee benefit plan or other enterprise against with coverage for any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such by reason of the fact that Indemnitee is or was or has agreed to serve as a director, officer, employee or agent of the Company, or while serving as a director or officer of the Company, is or was serving or has agreed to serve at the request of the Company as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, or arising out of Indemnitee’s status as such, whether or not the Corporation Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. Such insurance policies shall have coverage terms and policy limits at least as favorable to Indemnitee as the insurance coverage provided to any other director or officer of the Company. If the Corporation Company has such insurance in effect at the time the Corporation Company receives from Indemnitee any notice of the commencement of a an action, suit or proceeding, the Corporation Company shall give prompt notice of the commencement of such action, suit or proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In Subject to Section 9(b), in the event of any payment by the Corporation Company under this Agreement, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who . Indemnitee shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation Subject to Section 9(b), the Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, fines and amounts paid in settlement, and excise taxes or penalties relating to the Employee Retirement Income Security Act of 1974, as amended) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation Company may purchase and maintain insurance on behalf of Indemnitee who is or was or has agreed to serve at the request of the Corporation Company as a director or officer of the CorporationCompany, or is or was serving at the request of the Corporation Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation Company has such insurance in effect at the time the Corporation Company receives from Indemnitee any notice of the commencement of a proceeding, the Corporation Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In the event of any payment by the Corporation Company under this Agreement, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may purchase and maintain insurance on behalf For the duration of Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the Corporation, or is or was serving at the request of the Corporation Indemnitee's service as a director, officer, employee employee, or agent of another corporationthe Company and for not less than six years thereafter or, partnershipif later, joint venturefor so long as Indemnitee is subject to any possible action, trustsuit or proceeding described in Section 1(a) above, employee benefit plan the Company shall provide directors' and officers' liability insurance coverage for Indemnitee that is at least as favorable in scope and amount as that provided as of such time for the Company's directors and other executive officers. Upon request, the Company shall provide Indemnitee or his counsel with a copy of all directors' and officers' liability insurance applications, binders, policies, declarations, endorsements and other enterprise against any related materials. In all policies of directors' and officers' liability asserted against, and incurred byinsurance obtained by the Company, Indemnitee or on Indemnitee’s behalf shall be named as an insured in any such capacitya manner as to provide Indemnitee the same rights and benefits, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any notice of the commencement of a proceeding, the Corporation shall give prompt notice of the commencement of such proceeding subject to the insurers in accordance with same limitations, as are accorded to the procedures set forth in the policy. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of Company's directors and officers most favorably insured by such policy. (b) In the event of any payment by the Corporation Company under this Agreement, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may purchase and maintain To the extent that the Company maintains an insurance on behalf of Indemnitee who is policy or was policies providing liability insurance for directors, officers, employees, agents or has agreed to serve at the request fiduciaries of the Corporation as a director Company or officer of the Corporation, or is or was for individuals serving at the request of the Corporation Company as a directordirectors, officerofficers, employee partners, venturers, proprietors, trustees, employees, agents, fiduciaries or agent similar functionaries of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against, and incurred byenterprise, Indemnitee shall be covered by such policy or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any notice of the commencement of a proceeding, the Corporation shall give prompt notice of the commencement of such proceeding to the insurers policies in accordance with its or their terms to the procedures set forth in the policy. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf maximum extent of the Indemniteecoverage available for any such director, all amounts payable as a result of officer, employee, agent or fiduciary under such proceeding in accordance with the terms of such policypolicy or policies. (b) In the event of any payment by the Corporation Company under this Agreement, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policyIndemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogationrights. (c) The Corporation Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement the Company’s charter or bylaws or any insurance policy, contract, agreement or otherwise. (d) If Indemnitee is a director of the Company, the Company will advise the Board of any proposed material reduction in the coverage for Indemnitee to be provided by the Company’s directors’ and officers’ liability insurance policy and will not effect such a reduction with respect to Indemnitee without the prior approval of at least 80% of the Independent Directors of the Company. (e) If Indemnitee is a director of the Company during the term of this Agreement and if Indemnitee ceases to be a director of the Company for any reason, the Company shall procure a run-off directors’ and officers’ liability insurance policy with respect to claims arising from facts or events that occurred before the time Indemnitee ceased to be a director of the Company and covering Indemnitee, which policy, without any lapse in coverage, will provide coverage for a period of six years after the time Indemnitee ceased to be a director of the Company and will provide coverage (including amount and type of coverage and size of deductibles) that are substantially comparable to the Company’s directors’ and officers’ liability insurance policy that was most protective of Indemnitee in the 12 months preceding the time Indemnitee ceased to be a director of the Company; provided, however, that: (i) this obligation shall be suspended during the period immediately following the time Indemnitee ceases to be a director of the Company if and only so long as the Company has a directors’ and officers’ liability insurance policy in effect covering Indemnitee for such claims that, if it were a run-off policy, would meet or exceed the foregoing standards, but in any event this suspension period shall end when a Change in Control occurs; and (ii) no later than the end of the suspension period provided in the preceding clause (i) (whether because of failure to have a policy meeting the foregoing standards or because a Change in Control occurs), the Company shall procure a run-off directors’ and officers’ liability insurance policy meeting the foregoing standards and lasting for the remainder of the six-year period. (f) Notwithstanding the preceding clause (e) including the suspension provisions therein, if Indemnitee ceases to be an officer or director of the Company in connection with a Change in Control or at or during the one-year period following the occurrence of a Change in Control, the Company shall procure a run-off directors’ and officers’ liability insurance policy covering Indemnitee and meeting the foregoing standards in clause (e) and lasting for a six-year period upon the Indemnitee’s ceasing to be an officer or director of the Company in such circumstances.

Insurance and Subrogation. (a) The Corporation Company may purchase and maintain insurance on behalf of Indemnitee who is any person (including Indemnitee) by virtue of such person's Position with the Company or was or has agreed to serve Service at the request Request of the Corporation as a director or officer of the 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, employee benefit plan or other enterprise Company against any liability asserted against, and incurred by, Indemnitee such person or on Indemnitee’s such person's behalf in any such capacity, or arising out of Indemnitee’s such person's status as such, whether or not the Corporation Company would have the power to indemnify Indemnitee such person against such liability under the provisions of this Agreement. . (b) To the extent the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees or agents of the Company or for other persons for Service at the Request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms, to the maximum extent of the coverage available for any director, officer, employee or agent under such policy or policies. (c) If the Corporation Company has such insurance in effect at the time the Corporation Company receives from Indemnitee any notice of the commencement of a proceeding, the Corporation Company shall give prompt notice of the commencement of such proceeding to the insurers insurer(s) at the times and in accordance with the procedures set forth in the policysuch policy or policies. The Corporation Company shall thereafter take all actions that the Company believes, in its discretion, are reasonably necessary or desirable action to cause such insurers insurer(s) to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policypolicy or policies. (bd) In the event of any payment by the Corporation Company under this Agreement, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who and Indemnitee shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (ce) The Corporation Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlementJudgments) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may purchase and maintain insurance on behalf For the duration of Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the Corporation, or is or was serving at the request of the Corporation Indemnitee's service as a director, officer, employee employee, or agent of another corporationthe Company and for not less than six years thereafter or, partnershipif later, joint venturefor so long as Indemnitee is subject to any possible action, trustsuit or proceeding described in Section 1(a) above, employee benefit plan the Company shall provide directors' and officers' liability insurance coverage for Indemnitee that is at least as favorable in scope and amount as that provided as of such time for the Company's directors and other executive officers. Upon request, the Company shall provide Indemnitee or his counsel with a copy of all directors' and officers' liability insurance applications, binders, policies, declarations, endorsements and other enterprise against any related materials. In all policies of directors' and officers' liability asserted against, and incurred byinsurance obtained by the Company, Indemnitee or on Indemnitee’s behalf shall be named as an insured in any such capacitya manner as to provide Indemnitee the same rights and benefits, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any notice of the commencement of a proceeding, the Corporation shall give prompt notice of the commencement of such proceeding subject to the insurers in accordance with same limitations, as are accorded to the procedures set forth in the policy. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of Company's directors and officers most favorably insured by such policy. (b) In the event of any payment by the Corporation Company under this Agreement, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rightsnecesxxxx xx xxxxxx xxxx xxxxxx, including execution xxxxxxxxx xxxxxxxxx of such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may purchase and maintain insurance on behalf of Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the 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, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any notice of the commencement of a proceeding, the Corporation shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In the event of any payment by the Corporation under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA XXXXX excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation Indemnitors may purchase or otherwise obtain coverage under a policy or policies of insurance, providing Indemnitee with coverage, subject to the terms and maintain insurance on behalf conditions of Indemnitee who is such policy or was or has agreed to serve at the request of the Corporation as a director or officer of the Corporationpolicies, 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, employee benefit plan or other enterprise against for any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in by reason of the fact that Indemnitee is or was or has agreed to serve as, or is or was or has been appointed as, a director, officer, employee or agent of any such capacityof the Indemnitors or their affiliates, or is or was serving or has agreed to serve at the request of an Indemnitor or its affiliates as a director, officer, employee or agent of, or is or was or has agreed to otherwise be associated with, any Primary Obligor or arising out of Indemnitee’s status as such, whether or not the Corporation Indemnitors would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has Indemnitors have such insurance in effect at the time the Corporation receives Indemnitors receive from Indemnitee any notice of the commencement of a proceedingany matter with respect to which Indemnitee intends to seek indemnification or advancement hereunder, the Corporation Indemnitors shall give prompt notice of the commencement of such proceeding thereof to the insurers in accordance with the procedures set forth in the policypolicy or policies. The Corporation Indemnitors shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policypolicy or policies. (b) In the event of any payment by the Corporation Indemnitors under this Agreement, Agreement the Corporation Indemnitors shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who ; provided that the foregoing shall not in and of itself extinguish any unpaid or unsatisfied rights Indemnitee has against any third party or any Indemnitor. Indemnitee shall execute all papers required and take all action necessary to secure such rights, in each case reasonably requested by the Indemnitors, including execution of such documents as are necessary to enable the Corporation Indemnitors to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation shall Indemnitors shall, jointly and severally, pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation Indemnitors shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, fines and amounts paid in settlement, and excise taxes with respect to an employee benefit plan or penalties) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) i. The Corporation Company may purchase and maintain (itself or through its affiliates) insurance on behalf of Indemnitee the Covered Person who is or was or has agreed to serve at the request of the Corporation Company as a director Director, Officer or officer employee of the 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, employee benefit plan or other enterprise Company against any liability asserted against, and incurred by, Indemnitee the Covered Person or on Indemniteethe Covered Person’s behalf in any such capacitybehalf, or arising out of Indemniteethe Covered Person’s status as sucha Director, Officer or employee, whether or not the Corporation Company would have the power to indemnify Indemnitee the Covered Person against such liability under the provisions of this AgreementSection 18. If the Corporation Company has such insurance in effect at the time the Corporation Company receives from Indemnitee the Covered Person any notice of the commencement of a proceedingclaim, the Corporation Company shall give prompt notice of the commencement of such proceeding claim to the insurers in accordance with the procedures set forth in the policy. The Corporation Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the IndemniteeCovered Person, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) ii. In the event of any payment by the Corporation Company under this Agreement, the Corporation shall Company shall, to the extent permissible, be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee the Covered Person with respect to any insurance policy, who which Covered Person shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee the Covered Person in connection with such subrogation. (c) iii. The Corporation Company shall not be liable under this Agreement Section 18 to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee the Covered Person has otherwise actually received such payment under this Agreement Section 18 or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may purchase and maintain insurance on behalf of Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the 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, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. To the extent that the Corporation maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents or fiduciaries of the Corporation or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person serves at the request of the Corporation, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent or fiduciary under such policy or policies. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any notice of the commencement of a proceeding, the Corporation shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In the event of any payment by the Corporation under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may purchase and maintain insurance on behalf of Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the 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, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s 's status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any notice of the commencement of a proceedingan Action, the Corporation shall give prompt notice of the commencement of such proceeding Action to the insurers in accordance with the procedures set forth in the policy. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Action in accordance with the terms of such policy. (b) In the event of any payment by the Corporation under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to under any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement is provided) hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise. (d) The Corporation's obligation to indemnify or advance expenses hereunder to Indemnitee who is or was serving at the request of the Corporation as a director, officer, employee, agent, trustee, partner, manager or other similar capacity, of any other corporation, joint venture, trust, employee benefit plan or other entity or enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such other corporation, joint venture, trust, employee benefit plan or other entity or enterprise.

Insurance and Subrogation. (a) The Corporation may Company shall purchase and maintain insurance in reasonable amounts from established and reputable insurers on behalf of Indemnitee (which shall include so called “tail” coverage) who is or was or has agreed to serve at the request of the Corporation Company as a director or officer of the CorporationCompany, or is or was serving at the request of the Corporation Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement; provided, that the Company shall have no obligation to maintain such insurance if the Board of Directors determines in good faith that the premium costs for such insurance are disproportionate to the amount of coverage provided. If the Corporation Company has such insurance in effect at the time the Corporation Company receives from Indemnitee any notice of the commencement of a proceeding, the Corporation Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In the event of any payment by the Corporation Company under this Agreement, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation Company may purchase or otherwise obtain coverage under a policy or policies of insurance, providing Indemnitee with coverage, subject to the terms and maintain insurance on behalf conditions of Indemnitee who is such policy or was or has agreed to serve at the request of the Corporation as a director or officer of the Corporationpolicies, 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, employee benefit plan or other enterprise against for any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such by reason of the fact that Indemnitee is or was or has agreed to serve as a director, officer, employee or agent of the Company or its affiliates, or is or was serving or has agreed to serve at the request of the Company or its affiliates as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, or arising out of Indemnitee’s status as such, whether or not the Corporation Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation Company has such insurance in effect at the time the Corporation Company receives from Indemnitee any notice of the commencement of a proceedingany matter with respect to which Indemnitee intends to seek indemnification or advancement hereunder, the Corporation Company shall give prompt notice of the commencement of such proceeding thereof to the insurers in accordance with the procedures set forth in the policypolicy or policies. The Corporation Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policypolicy or policies. (b) In the event of any payment by the Corporation Company under this Agreement, Agreement the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who . Indemnitee shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation shall Company shall, jointly and severally, pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, fines and amounts paid in settlement, and excise taxes with respect to an employee benefit plan or penalties) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may purchase and maintain To the extent that the Company maintains an insurance on behalf of Indemnitee who is policy or was policies providing liability insurance for directors, officers, employees, agents or has agreed to serve at the request fiduciaries of the Corporation as a director Company or officer of the Corporation, or is or was for individuals serving at the request of the Corporation Company as a directordirectors, officerofficers, employee partners, members, venturers, proprietors, trustees, employees, agents, fiduciaries or agent similar functionaries of another foreign or domestic corporation, partnership, limited liability company, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against, and incurred byenterprise, Indemnitee shall be covered by such policy or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any notice of the commencement of a proceeding, the Corporation shall give prompt notice of the commencement of such proceeding to the insurers policies in accordance with its or their terms to the procedures set forth in the policy. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf maximum extent of the Indemniteecoverage available for any such director, all amounts payable as a result of officer, employee, agent or fiduciary under such proceeding in accordance with the terms of such policypolicy or policies. (b) In the event of any payment by the Corporation Company under this AgreementAgreement for which reimbursement is available under any insurance policy or policies obtained by the Company, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any under such insurance policypolicy or policies, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with rights, provided that all Expenses relating to such action shall be borne by the terms of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogationCompany. (c) The Corporation Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement the Company’s charter or bylaws or any insurance policy, contract, agreement or otherwise. (d) If Indemnitee is a director of the Company, the Company will advise the Board of any proposed material reduction in the coverage for Indemnitee to be provided by the Company’s directors’ and officers’ liability insurance policy and will not effect such a reduction with respect to Indemnitee without the prior approval of at least 80% of the Independent Directors of the Company. (e) If Indemnitee is a director of the Company during the term of this Agreement and if Indemnitee ceases to be a director of the Company for any reason, the Company shall procure a run-off directors’ and officers’ liability insurance policy with respect to claims arising from facts or events that occurred before the time Indemnitee ceased to be a director of the Company and covering Indemnitee, which policy, without any lapse in coverage, will provide coverage for a period of six years after the time Indemnitee ceased to be a director of the Company and will provide coverage (including amount and type of coverage and size of deductibles) that are substantially comparable to the Company’s directors’ and officers’ liability insurance policy that was most protective of Indemnitee in the 12 months preceding the time Indemnitee ceased to be a director of the Company; provided, however, that: (i) this obligation shall be suspended during the period immediately following the time Indemnitee ceases to be a director of the Company if and only so long as the Company has a directors’ and officers’ liability insurance policy in effect covering Indemnitee for such claims that, if it were a run-off policy, would meet or exceed the foregoing standards, but in any event this suspension period shall end when a Change in Control occurs; and (ii) no later than the end of the suspension period provided in the preceding clause (i) (whether because of failure to have a policy meeting the foregoing standards or because a Change in Control occurs), the Company shall procure a run-off directors’ and officers’ liability insurance policy meeting the foregoing standards and lasting for the remainder of the six-year period. (f) Notwithstanding the preceding clause (e) including the suspension provisions therein, if Indemnitee ceases to be an officer or a director of the Company in connection with a Change in Control or at or during the one-year period following the occurrence of a Change in Control, the Company shall procure a run-off directors’ and officers’ liability insurance policy covering Indemnitee and meeting the foregoing standards in clause (e) and lasting for a six-year period upon the Indemnitee’s ceasing to be an officer or a director of the Company in such circumstances.

Insurance and Subrogation. (a) The Corporation may Company shall use its reasonable best efforts to purchase and maintain a policy or policies of insurance on behalf of with reputable insurance companies providing Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the 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, employee benefit plan or other enterprise against with coverage for any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such by reason of the fact that Indemnitee is or was or has agreed to serve as a director, officer, employee or agent of the Company, or while serving as a director or officer of the Company, is or was serving or has agreed to serve at the request of the Company as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, or arising out of Indemnitee’s status as such, whether or not the Corporation Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. Such insurance policies shall have coverage terms and policy limits at least as favorable to Indemnitee as the insurance coverage provided to any other director or officer of the Company. If the Corporation Company has such insurance in effect at the time the Corporation Company receives from Indemnitee any notice of the commencement of a an action, suit or proceeding, the Corporation Company shall give prompt notice of the commencement of such action, suit or proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In Subject to Section 9(b), in the event of any payment by the Corporation Company under this Agreement, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who policy or other rights of recovery. Indemnitee shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with the terms of such insurance policypolicy or other rights of recovery. The Corporation Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation Subject to Section 9(b), the Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, finesfines and amounts paid in settlement, and ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may purchase and maintain To the extent that the Company maintains an insurance on behalf of Indemnitee who is policy or was policies providing liability insurance for directors, officers, employees, agents, fiduciaries or has agreed to serve at the request similar functionaries of the Corporation as a director Company or officer of the Corporation, or is or was for individuals serving at the request of the Corporation Company as a directordirectors, officerofficers, employee partners, members, venturers, proprietors, trustees, employees, agents, fiduciaries or agent similar functionaries of another foreign or domestic corporation, partnership, limited liability company, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against, and incurred byEnterprise, Indemnitee shall be covered by such policy or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any notice of the commencement of a proceeding, the Corporation shall give prompt notice of the commencement of such proceeding to the insurers policies in accordance with its or their terms to the procedures set forth in the policy. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf maximum extent of the Indemniteecoverage available for any such director, all amounts payable as a result of officer, employee, agent, fiduciary or similar functionary under such proceeding in accordance with the terms of such policypolicy or policies. (b) In the event of any payment by the Corporation Company under this AgreementAgreement for which reimbursement is available under any insurance policy or policies obtained by the Company, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any under such insurance policypolicy or policies, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with rights, provided that all Expenses relating to such action shall be borne by the terms of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogationCompany. (c) The Corporation Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement the Charter or the Bylaws or any insurance policy, contract, agreement or otherwise. (d) If Indemnitee is a director of the Company, the Company will advise the Board of any proposed material reduction in the coverage for Indemnitee to be provided by the Company’s directors’ and officers’ liability insurance policy and will not effect such a reduction with respect to Indemnitee without the prior approval of at least two-thirds of the Independent Directors of the Company. (e) If Indemnitee is a director of the Company during the term of this Agreement and Indemnitee ceases to be a director of the Company for any reason, the Company shall procure a run-off directors’ and officers’ liability insurance policy with respect to claims arising from facts or events that occurred before the time Indemnitee ceased to be a director of the Company and covering Indemnitee, which policy, without any lapse in coverage, will provide coverage for a period of six years after the time Indemnitee ceased to be a director of the Company and will provide coverage (including amount and type of coverage and size of deductibles) that are substantially comparable to the Company’s directors’ and officers’ liability insurance policy that was most protective of Indemnitee in the 12 months preceding the time Indemnitee ceased to be a director of the Company; provided, however, that: (i) this obligation shall be suspended during the period immediately following the time Indemnitee ceases to be a director of the Company if and only so long as the Company has a directors’ and officers’ liability insurance policy in effect covering Indemnitee for such claims that, if it were a run-off policy, would meet or exceed the foregoing standards, but in any event this suspension period shall end when a Change in Control occurs; and (ii) no later than the end of the suspension period provided in the preceding clause (i) (whether because of failure to have a policy meeting the foregoing standards or because a Change in Control occurs), the Company shall procure a run-off directors’ and officers’ liability insurance policy meeting the foregoing standards and lasting for the remainder of the six-year period. (f) Notwithstanding the preceding clause (e) including the suspension provisions therein, if Indemnitee ceases to be an officer or a director of the Company in connection with a Change in Control or at or during the one-year period following the occurrence of a Change in Control, the Company shall procure a run-off directors’ and officers’ liability insurance policy covering Indemnitee that meets the foregoing standards in clause (e) and lasts for a six-year period upon Indemnitee’s ceasing to be an officer or a director of the Company in such circumstances.

Insurance and Subrogation. (a) The Corporation may purchase and maintain insurance on behalf of Indemnitee who is or was or has agreed to serve at At the request of the Corporation as a director Indemnitee, the Company will maintain an insurance policy or officer policies providing liability insurance for directors, officers, employees, agents or fiduciaries of the Corporation, Company or is or was for individuals serving at the request of the Corporation Company as a directordirectors, officerofficers, employee partners, members, managers, venturers, proprietors, trustees, employees, agents, fiduciaries or agent similar functionaries of another foreign or domestic corporation, partnership, limited liability company, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against, and incurred by, enterprise. Indemnitee shall be covered by such policy or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any notice of the commencement of a proceeding, the Corporation shall give prompt notice of the commencement of such proceeding to the insurers policies in accordance with its or their terms to the procedures set forth in the policy. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf maximum extent of the Indemniteecoverage available for any such director, all amounts payable as a result of officer, employee, agent or fiduciary under such proceeding in accordance with the terms of such policypolicy or policies. (b) In the event of any payment by the Corporation Company under this AgreementAgreement for which reimbursement is available under any insurance policy or policies obtained by the Company, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any under such insurance policypolicy or policies, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with rights, provided that all Expenses relating to such action shall be borne by the terms of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogationCompany. (c) The Corporation Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement the Company’s charter or bylaws or any insurance policy, contract, agreement or otherwise. (d) If Indemnitee ceases to be an officer or a director of the Company in connection with a Change in Control or at or during the one-year period following the occurrence of a Change in Control, the Company shall procure a run-off directors’ and officers’ liability insurance policy covering Indemnitee and lasting for a six-year period upon the Indemnitee’s ceasing to be an officer or a director of the Company in such circumstances. Such policy shall be purchased prior to the closing of any such Change in Control transaction, shall be non-cancelable and shall provide for coverage from established and reputable insurers in amounts reasonably requested by Indemnitee.

Insurance and Subrogation. (a) The Corporation may Company shall use its commercially reasonable efforts to purchase and maintain a policy or policies of insurance on behalf with reputable insurance companies with A.M. Best ratings of “A” or better, providing Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the 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, employee benefit plan or other enterprise against with coverage for any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such by reason of the fact that Indemnitee is or was or has agreed to serve as a director, officer, employee or agent of the Company, or is or was serving or has agreed to serve at the request of the Company as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, or arising out of Indemnitee’s status as such, whether or not the Corporation Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. Such insurance policies shall have coverage terms and policy limits at least as favorable to Indemnitee as the insurance coverage provided to any other director or officer of the Company. If the Corporation Company has such insurance in effect at the time the Corporation Company receives from Indemnitee any notice of the commencement of a an action, suit or proceeding, the Corporation Company shall give prompt notice of the commencement of such action, suit or proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In Subject to Section 10(b), in the event of any payment by the Corporation Company under this Agreement, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who . Indemnitee shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation Subject to Section 10(b), the Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, finesfines and amounts paid in settlement, and ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received payment of such payment amounts under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may shall use commercially reasonable efforts to purchase and maintain insurance on behalf of Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the Corporation, or and may purchase and maintain insurance on behalf of Indemnitee who is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any notice of the commencement of a proceeding, the Corporation shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In the event of any payment by the Corporation under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may Company shall purchase and maintain insurance on behalf of Indemnitee who is or was or has agreed to serve at the request of the Corporation Company as a director or officer of the 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, employee benefit plan or other enterprise Company against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement, provided that such insurance is available on commercially reasonable terms. If the Corporation Company has such insurance in effect at the time the Corporation Company receives from Indemnitee any notice of the commencement of a proceeding, the Corporation Company shall give prompt notice of the commencement of such a proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In the event of any payment by the Corporation Company under this Agreement, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who and Indemnitee shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) ), if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may purchase To the extent the Company maintains a policy or policies of insurance providing directors’ and maintain insurance on behalf of officers’ liability insurance, Indemnitee who is shall be covered by such policy or was policies, in accordance with its or has agreed their terms, to serve at the request maximum extent of the Corporation as a coverage provided to any other director or officer of the CorporationCompany. If, 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, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation Company receives from Indemnitee any notice of the commencement of a proceedingan Action, Suit or Proceeding, the Corporation Company has such insurance in effect which would reasonably be expected to cover such Action, Suit or Proceeding, the Company shall give prompt notice of the commencement of such proceeding Action, Suit or Proceeding to the insurers in accordance with the procedures set forth in the policysuch policy or policies. The Corporation Company shall thereafter take all necessary or reasonably desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Action, Suit or Proceeding in accordance with the terms of such policypolicy or policies. (b) In Subject to Section 8(b), in the event of any payment by the Corporation Company under this Agreement, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who . Indemnitee shall execute all papers reasonably required and take all action reasonably necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to effectively bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Company shall pay or reimburse all expenses Expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation Subject to Section 9(b), the Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgmentsJudgments, finesFines and Amounts Paid in Settlement, and ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may purchase and maintain insurance on behalf of To the extent that, pursuant to Section 7.01, the Company maintains a policy or policies providing D&O Liability Insurance, Indemnitee who is shall be covered by such policy or was policies in accordance with its or has agreed their terms to serve at the request maximum extent of the Corporation as a director or officer of the Corporationcoverage available for any such director, or is or was serving at the request of the Corporation as a directortrustee, partner, managing member, fiduciary, officer, employee or agent of another corporationunder such policy or policies. If, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation Company receives notice from Indemnitee any notice of the commencement source of a proceedingProceeding as to which Indemnitee is a party or a participant (as a witness or otherwise), the Corporation Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding Proceeding to the insurers in accordance with the procedures set forth in the policyrespective policies. The Corporation Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Proceeding in accordance with the terms of such policypolicies. The failure or refusal of any such insurer to pay any such amount shall not affect or impair the obligations of the Company under this Agreement. (b) In the event of any payment by the Corporation under this Agreement, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policyIndemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogationrights. (c) The Corporation Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement is provided hereunder) hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise. (d) The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee, partner, managing member, fiduciary, board of directors’ committee member, employee or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses from such Enterprise.

Insurance and Subrogation. (a) The Corporation Company may purchase and maintain insurance on behalf of Indemnitee who is or was or has agreed to serve at the request of the Corporation Company as a director or officer of the 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, employee benefit plan or other enterprise Company against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation Company would have the power to indemnify Indemnitee against such liability under the provisions of this AgreementDeed. If the Corporation Company has such insurance in effect at the time the Corporation Company receives from Indemnitee any notice of the commencement of a proceeding, the Corporation Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In the event of any payment by the Corporation Company under this AgreementDeed, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Company shall pay or reimburse all expenses Expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation Company shall not be liable under this Agreement Deed to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA fines and excise taxes or penalties, and amounts paid in settlement) penalties if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement Deed or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation Company may purchase and maintain insurance on behalf a policy or policies of insurance, providing Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the 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, employee benefit plan or other enterprise against with coverage for any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such by reason of the fact that Indemnitee is or was or has agreed to serve as a director, officer, employee or agent of the Company, or while serving as a director or officer of the Company, is or was serving or has agreed to serve at the request of the Company as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, or arising out of Indemnitee’s status as such, whether or not the Corporation Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation Company has such insurance in effect at the time the Corporation Company receives from Indemnitee any notice of the commencement of a an action, suit or proceeding, the Corporation Company shall give prompt notice of the commencement of such action, suit or proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In the event of any payment by the Corporation Company under this Agreement, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who . Indemnitee shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, finesfines and amounts paid in settlement, and ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may Company shall use its reasonable best efforts to purchase and maintain a policy or policies of insurance on behalf with reputable insurance companies with A.M. Best ratings of “A-” or better (or, if A.M. Best does not rate the insurance company, an equivalent rating by an equivalent licensed insurance rating organization or agency), providing Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the 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, employee benefit plan or other enterprise against with coverage for any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such by reason of the fact that Indemnitee is or was or has agreed to serve as a director or officer, or while serving as a director or officer of the Company, is or was serving or has agreed to serve at the request of the Company as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, or arising out of Indemnitee’s status as such, whether or not the Corporation Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. Such insurance policies shall have coverage terms and policy limits at least as favorable to Indemnitee as the insurance coverage provided to any other director or officer of the Company. If the Corporation Company has such insurance in effect at the time the Corporation Company receives from Indemnitee any notice of the commencement of a an action, suit or proceeding, the Corporation Company shall give prompt notice of the commencement of such action, suit or proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In Subject to Section 10(b), in the event of any payment by the Corporation Company under this Agreement, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who . Indemnitee shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation Subject to Section 10(b), the Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, fines and amounts paid in settlement, and excise taxes or penalties relating to the Employee Retirement Income Security Act of 1974, as amended) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may Company shall use its reasonable best efforts to purchase and maintain a policy or policies of insurance on behalf of with reputable insurance companies, providing Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the 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, employee benefit plan or other enterprise against with coverage for any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such by reason of the fact that Indemnitee is or was or has agreed to serve as a director or officer, or while serving as a director or officer of the Company, is or was serving or has agreed to serve at the request of the Company as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, or arising out of Indemnitee’s status as such, whether or not the Corporation Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. Such insurance policies shall have coverage terms and policy limits at least as favorable to Indemnitee as the insurance coverage provided to any other director or officer of the Company. If the Corporation Company has such insurance in effect at the time the Corporation Company receives from Indemnitee any notice of the commencement of a an action, suit or proceeding, the Corporation Company shall give prompt notice of the commencement of such action, suit or proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In Subject to Section 10(b), in the event of any payment by the Corporation Company under this Agreement, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who . Indemnitee shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation Subject to Section 10(b), the Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, fines and amounts paid in settlement, and excise taxes or penalties relating to the Employee Retirement Income Security Act of 1974, as amended) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation Company may purchase and maintain insurance on behalf of Indemnitee who is or was or has agreed to serve at the request of the Corporation Company as a director or officer of the 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, employee benefit plan or other enterprise Company against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation Company would have the power to indemnify Indemnitee against such liability under the provisions of this AgreementDeed. If the Corporation Company has such insurance in effect at the time the Corporation Company receives from Indemnitee any notice of the commencement of a proceeding, the Corporation Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In the event of any payment by the Corporation Company under this AgreementDeed, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Company shall pay or reimburse all expenses Expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation Company shall not be liable under this Agreement Deed to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA fines and excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement Deed or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may purchase Indemnitee shall be covered by any director and maintain officer liability insurance on behalf of Indemnitee who is policy or was policies maintained by the Company from time to time in accordance with its or has agreed their terms to serve at the request maximum extent of the Corporation as a coverage available for any director under such policy or officer of the Corporationpolicies. If, 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, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation Company receives from Indemnitee any notice of the commencement of a proceedingclaim hereunder, the Corporation Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding Proceeding to the insurers in accordance with if and to the procedures set forth in extent required by the policyrelevant policies. The Corporation failure or refusal of any such insurer to pay any amount under such policies shall thereafter take all necessary not affect or desirable action to cause such insurers to pay, on behalf impair the obligations of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policyCompany under this Agreement. (ba) In the event of any payment by the Corporation under this Agreement, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to under any insurance policy, who policy or otherwise. Indemnitee shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogationrights. (cb) The Corporation Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement is provided) hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, policy or other indemnity (or similar) agreement or otherwisearrangement. Without limiting the generality of the preceding sentence, the Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee, partner, managing member, fiduciary, board of directors’ committee member, employee or agent of any other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses from such other enterprise.

Insurance and Subrogation. (a) The Corporation may shall purchase and maintain insurance on behalf of Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the 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, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any notice of the commencement of a proceeding, the Corporation shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In the event of any payment by the Corporation under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation Company may purchase and maintain insurance on behalf of Indemnitee who is or was or has agreed to serve at the request of the Corporation Company as a director or officer of the CorporationCompany, or is or was serving at the request of the Corporation Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. To the extent that the Company maintains liability insurance for directors and officers of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise on which any such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director or officer under such policy or policies. If the Corporation Company has such insurance in effect at the time the Corporation Company receives from Indemnitee any notice of the commencement of a proceeding, the Corporation Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In the event of any payment by the Corporation Company under this Agreement, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may purchase To the extent the Companies maintain a policy or policies of insurance providing directors’ and maintain insurance on behalf of officers’ liability insurance, Indemnitee who is shall be covered by such policy or was policies, in accordance with its or has agreed their terms, to serve at the request maximum extent of the Corporation as a coverage provided to any other director or officer of the CorporationCompanies. If, 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, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation receives Companies receive from Indemnitee any notice of the commencement of a proceedingan Action, Suit or Proceeding, the Corporation Companies have such insurance in effect which would reasonably be expected to cover such Action, Suit or Proceeding, the Companies shall give prompt notice of the commencement of such proceeding Action, Suit or Proceeding to the insurers in accordance with the procedures set forth in the policysuch policy or policies. The Corporation Companies shall thereafter take all necessary or reasonably desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Action, Suit or Proceeding in accordance with the terms of such policypolicy or policies. (b) In Subject to Section 9(b), in the event of any payment by the Corporation Companies under this Agreement, the Corporation Companies shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who . Indemnitee shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Companies to effectively bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Companies, jointly and severally, shall pay or reimburse all expenses Expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation Subject to Section 9(b), the Companies shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgmentsJudgments, finesFines and Amounts Paid in Settlement, and ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation Companies may purchase and maintain insurance on behalf a policy or policies of insurance, providing Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the 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, employee benefit plan or other enterprise against with coverage for any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such by reason of the fact that Indemnitee is or was or has agreed to serve as a director, officer, employee or agent of Chiron Holdings GP, or while serving as a director or officer of Chiron Holdings GP, is or was serving or has agreed to serve at the request of a Company as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, or arising out of Indemnitee’s status as such, whether or not the Corporation a Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has Companies have such insurance in effect at the time the Corporation receives Companies receive from Indemnitee any notice of the commencement of a an action, suit or proceeding, the Corporation Companies shall give prompt notice of the commencement of such action, suit or proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation Companies shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In Subject to Section 10(b), in the event of any payment by the Corporation Companies under this Agreement, the Corporation Companies shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who . Indemnitee shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Companies to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Companies shall be jointly and severally obligated to pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation Subject to Section 10(b), the Companies shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, finesfines and amounts paid in settlement, and ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may hereby covenants and agrees to use all reasonable efforts to purchase and maintain directors’ and officers’ liability insurance from one or more established and reputable carriers in reasonable amounts on behalf of the Indemnitee who is or was serving or has agreed to serve at the request of the Corporation as a director or officer of the Corporation, or and the Corporation may purchase and maintain insurance on behalf of the Indemnitee who is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against, and incurred by, the Indemnitee or on the Indemnitee’s behalf in any such capacity, or arising out of the Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify the Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation receives from the Indemnitee any notice of the commencement of a proceeding, the Corporation shall give prompt notice of the commencement of such proceeding to the insurers of such insurance in accordance with the procedures set forth in the insurance policy. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In the event of any payment by the Corporation under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by the Indemnitee in connection with such subrogation. (c) The Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that the Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may purchase and maintain To the extent that the Partnership maintains an insurance on behalf of Indemnitee who is policy or was policies providing liability insurance for directors, officers, employees, agents or has agreed to serve at the request fiduciaries of the Corporation as a director General Partner or officer of the Corporation, Partnership or is or was for individuals serving at the request of the Corporation General Partner as a directordirectors, officerofficers, employee partners, members, venturers, proprietors, trustees, employees, agents, fiduciaries or agent similar functionaries of another foreign or domestic corporation, partnership, limited liability company, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against, and incurred byenterprise, Indemnitee shall be covered by such policy or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any notice of the commencement of a proceeding, the Corporation shall give prompt notice of the commencement of such proceeding to the insurers policies in accordance with its or their terms to the procedures set forth in the policy. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf maximum extent of the Indemniteecoverage available for any such director, all amounts payable as a result of officer, employee, agent or fiduciary under such proceeding in accordance with the terms of such policypolicy or policies. (b) In the event of any payment by the Corporation Partnership under this AgreementAgreement for which reimbursement is available under any insurance policy or policies obtained by the Partnership, the Corporation Partnership shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any under such insurance policypolicy or policies, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Partnership to bring suit to enforce such rights in accordance with rights, provided that all Expenses relating to such action shall be borne by the terms of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogationPartnership. (c) The Corporation Partnership shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement the Partnership’s certificate of limited partnership, the Partnership Agreement, or any insurance policy, contract, agreement or otherwise. (d) If Indemnitee is a director of the General Partner, the General Partner will advise the Board of any proposed material reduction in the coverage for Indemnitee to be provided by the Partnership’s directors’ liability insurance policy and will not effect such a reduction with respect to Indemnitee without the prior approval of at least 80% of the Independent Directors of the General Partner. (e) If Indemnitee is a director of the General Partner during the term of this Agreement and if Indemnitee ceases to be a director of the General Partner for any reason, the Partnership shall procure a run-off directors’ and officers’ liability insurance policy with respect to claims arising from facts or events that occurred before the time Indemnitee ceased to be a director of the General Partner and covering Indemnitee, which policy, without any lapse in coverage, will provide coverage for a period of six years after the time Indemnitee ceased to be a director of the General Partner and will provide coverage (including amount and type of coverage and size of deductibles) that are substantially comparable to the Partnership’s directors’ and officers’ liability insurance policy that was most protective of Indemnitee in the 12 months preceding the time Indemnitee ceased to be a director of the General Partner, provided, however, that: (i) this obligation shall be suspended during the period immediately following the time Indemnitee ceases to be a director of the General Partner if and only so long as the Partnership has a directors’ and officers’ liability insurance policy in effect covering Indemnitee for such claims that, if it were a run-off policy, would meet or exceed the foregoing standards, but in any event this suspension period shall end when a Change in Control occurs; and (ii) no later than the end of the suspension period provided in the preceding clause (i) (whether because of failure to have a policy meeting the foregoing standards or because a Change in Control occurs), the Partnership shall procure a run-off directors’ and officers’ liability insurance policy meeting the foregoing standards and lasting for the remainder of the six-year period. (f) Notwithstanding the preceding clause (e) including the suspension provisions therein, if Indemnitee ceases to be an officer or a director of the General Partner in connection with a Change in Control or at or during the one-year period following the occurrence of a Change in Control, the Partnership shall procure a run-off directors’ and officers’ liability insurance policy covering Indemnitee and meeting the foregoing standards in clause (e) and lasting for a six-year period upon the Indemnitee’s ceasing to be an officer or a director of the General Partner in such circumstances.

Insurance and Subrogation. (a) The Corporation may purchase and maintain insurance on behalf of any Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the 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, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any notice of the commencement of a proceeding, the Corporation shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In the event of any payment by the Corporation under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who and Indemnitee shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation Indemnitor may purchase or otherwise obtain coverage under a policy or policies of insurance, providing Indemnitee with coverage, subject to the terms and maintain insurance on behalf conditions of Indemnitee who is such policy or was or has agreed to serve at the request of the Corporation as a director or officer of the Corporationpolicies, 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, employee benefit plan or other enterprise against for any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in by reason of the fact that Indemnitee is or was or has agreed to serve as, or is or was or has been appointed as, a director, officer, employee or agent of the Indemnitor or its affiliates, or is or was serving or has agreed to serve at the request of the Indemnitor or its affiliates as a director, officer, employee or agent of, or is or was or has agreed to otherwise be associated with, any such capacity, Primary Obligor or arising out of Indemnitee’s status as such, whether or not the Corporation Indemnitor would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. To the extent that the Indemnitor maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents or fiduciaries of the Indemnitor or of any its affiliates, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent or fiduciary under such policy or policies. If the Corporation Indemnitor has such insurance in effect at the time the Corporation Indemnitor receives from Indemnitee any notice of the commencement of a proceedingany matter with respect to which Indemnitee intends to seek indemnification or advancement hereunder, the Corporation Indemnitor shall give prompt notice of the commencement of such proceeding thereof to the insurers in accordance with the procedures set forth in the policypolicy or policies. The Corporation Indemnitor shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policypolicy or policies. (b) In the event of any payment by the Corporation Indemnitor under this Agreement, the Corporation Indemnitor shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who ; provided that the foregoing shall not in and of itself extinguish any unpaid or unsatisfied rights Indemnitee has against any third party or the Indemnitor. Indemnitee shall execute all papers required and take all action necessary to secure such rights, in each case reasonably requested by the Indemnitor, including execution of such documents as are necessary to enable the Corporation Indemnitor to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Indemnitor shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation Indemnitor shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, fines and amounts paid in settlement, and excise taxes with respect to an employee benefit plan or penalties) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may purchase and maintain insurance on behalf of Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the 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, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any notice of the commencement of a proceeding, the Corporation shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In Except as provided in Section 16 below, in the event of any payment by the Corporation under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Except as provided in Section 16 below, the Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may purchase and maintain insurance on behalf For the duration of Indemnitee who is or was or has agreed to serve at the request of the Corporation Indemnitee’s service as a director or and/or officer of the Corporation, and thereafter for so long as Indemnitee shall be subject to any pending 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, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any notice of the commencement of a proceedingpossible Indemnifiable Claim, the Corporation shall give prompt notice use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to cause to be maintained in effect policies of directors’ and officers’ liability insurance providing coverage for directors and/or officers of the commencement Corporation that is at least substantially comparable in scope and amount to that provided by the Corporation’s current policies of such proceeding directors’ and officers’ liability insurance. The Corporation shall provide Indemnitee with a copy of all directors’ and officers’ liability insurance applications, binders, policies, declarations, endorsements and other related materials, and shall provide Indemnitee with a reasonable opportunity to review and comment on the same. Without limiting the generality or effect of the two immediately preceding sentences, the Corporation shall not discontinue or significantly reduce the scope or amount of coverage from one policy period to the insurers in accordance with next (i) without the procedures set forth prior approval thereof by a majority vote of the Incumbent Directors, even if less than a quorum, or (ii) if at the time that any such discontinuation or significant reduction in the scope or amount of coverage is proposed there are no Incumbent Directors, without the prior written consent of Indemnitee (which consent shall not be unreasonably withheld or delayed). In all policies of directors’ and officers’ liability insurance obtained by the Corporation, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Corporation’s directors and officers most favorably insured by such policy. The Corporation may, but shall thereafter take all necessary not be required to, create a trust fund, grant a security interest or desirable action use other means, including a letter of credit, to cause such insurers to pay, on behalf of ensure the Indemnitee, all amounts payable as a result payment of such proceeding in accordance with the terms of such policyamounts as may be necessary to satisfy its obligations to indemnify and advance expenses pursuant to this Agreement. (b) In the event of any payment by the Corporation under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the related rights of recovery of Indemnitee with respect against other persons or entities (other than Indemnitee’s successors), including any entity or enterprise referred to any insurance policy, who in clause (i) of the first sentence in the definition of “Indemnifiable Claim” in Article I. Indemnitee shall execute all papers reasonably required and take to evidence such rights (all action necessary to secure such rightsof Indemnitee’s reasonable Expenses, including execution attorneys’ fees and charges, related thereto to be reimbursed by or, at the option of such documents as are necessary to enable Indemnitee, advanced by the Corporation to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogationCorporation). (c) The Corporation shall not be liable under this Agreement to make any payment to Indemnitee in respect of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and any Indemnifiable Losses to the extent that Indemnitee has otherwise actually received such payment (net of Expenses incurred in connection therewith) under this Agreement or any insurance policy, contract, agreement the Constituent Documents and Other Indemnity Provisions or otherwiseotherwise (including from any entity or enterprise referred to in clause (i) of the first sentence in the definition of “Indemnifiable Claim” in Article I) in respect of such Indemnifiable Losses otherwise indemnifiable hereunder.

Insurance and Subrogation. (a) The Corporation Company may purchase and maintain insurance on behalf of Indemnitee a Person who is or was or has agreed to serve at the request of the Corporation Company as a director director, officer, employee or officer agent of the CorporationCompany, or is or was serving at the request of the Corporation Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation Company has such insurance in effect at the time the Corporation Company receives from Indemnitee any notice of the commencement of a proceeding, the Corporation Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In the event of any payment by the Corporation Company under this Agreement, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may shall purchase and maintain insurance on behalf of Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the 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, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any notice of the commencement of a proceeding, the Corporation shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In the event of any payment by the Corporation under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA XXXXX excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may Fund shall use its reasonable best efforts to purchase and maintain a policy or policies of insurance on behalf with reputable insurance companies with A.M. Best ratings of “A” or better, providing Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the 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, employee benefit plan or other enterprise against with coverage for any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacityby reason of the fact that Indemnitee is or was or has agreed to serve as a [member of the Board] and/or [insert title of officer], or arising out while serving as a [member of Indemnitee’s status as suchthe Board] and/or [insert title of officer], whether or not the Corporation Fund would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. Such insurance policies shall have coverage terms and policy limits at least as favorable to Indemnitee as the insurance coverage provided to any trustee or officer of the Fund. If the Corporation Fund has such insurance in effect at the time the Corporation Fund receives from Indemnitee any notice of the commencement of a an action, suit or proceeding, the Corporation Fund shall give prompt notice of the commencement of such action, suit or proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation Fund shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In Subject to Section 9(b), in the event of any payment by the Corporation Fund under this Agreement, the Corporation Fund shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who . Indemnitee shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Fund to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Fund shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation Subject to Section 9(b), the Fund shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, finesfines and amounts paid in settlement, and ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may purchase and maintain insurance on behalf of Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the 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, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any notice of the commencement of a proceeding, the Corporation shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In the event of any payment by the Corporation under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights in accordance with the 4 terms of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may purchase and maintain insurance on behalf of Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the 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, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s 's behalf in any such capacity, or arising out of Indemnitee’s 's status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any notice of the commencement of a proceedingProceeding, the Corporation shall give prompt notice of the commencement of such proceeding Proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Proceeding in accordance with the terms of such policy. (b) In the event of any payment by the Corporation under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may purchase and maintain insurance on behalf of So long as Indemnitee who is or was or has agreed shall continue to serve as a director or officer of the Corporation, or shall continue at the request of the Corporation to serve as a director or officer, employee or agent of any Other Enterprise, and thereafter so long as Indemnitee shall be subject to any possible claim or is a party or is threatened to be made a party to any Proceeding, by reason of the fact that Indemnitee is or was a director or officer of the Corporation, or is or was serving in any of said other capacities at the request of the Corporation, the Corporation shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to continue to maintain in effect policies of directors’ and officers’ liability insurance providing coverage that is at least substantially comparable in scope and amount to the provided by the Corporation’s current policies of directors’ and officers’ liability insurance. In all policies of directors’ and officers’ liability insurance maintained by the Corporation, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are provided to the most favorably insured of the Corporation’s directors, if Indemnitee is a director, officeror of the Corporation’s officers, employee or agent of another corporationif Indemnitee is an officer (and not a director) by such policy. Upon request, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation would have will provide to Indemnitee copies of all directors’ and officers’ liability insurance applications, binders, policies, declarations, endorsements and other related materials. (b) If, at the power time of the receipt of a notice of a claim pursuant to indemnify Indemnitee against such liability under the provisions of this Agreement. If terms hereof, the Corporation has such directors’ and officers’ liability insurance in effect at the time the Corporation receives from Indemnitee any notice of the commencement of a proceedingeffect, the Corporation shall give prompt notice of the commencement of such proceeding claim, and any Proceeding in which such claim is asserted, to the insurers in accordance with the procedures set forth in the policyrespective policies. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding claim or Proceeding in accordance with the terms of such policypolicies. The failure or refusal of any such insurer to pay any such amount shall not affect or impair the obligations of the Corporation under this Agreement. (bc) In the event of any payment by the Corporation under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation shall pay or reimburse all expenses Expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (cd) The Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, Expenses, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement the Corporation’s Articles of Incorporation or Bylaws, or any insurance policy, contract, agreement or otherwise. (e) The Corporation’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Corporation as a director, officer, employee or agent of any Other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses from such Other Enterprise.

Insurance and Subrogation. (a) The Corporation may purchase and maintain insurance on behalf of Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the 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, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any notice of the commencement of a proceeding, the Corporation shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In the event of any payment by the Corporation under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, penalties and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may will use commercially reasonable efforts to purchase and maintain insurance on behalf of Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the Corporation, or and may purchase and maintain insurance on behalf of Indemnitee who is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any notice of the commencement of a proceeding, the Corporation shall will give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation shall will thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In the event of any payment by the Corporation under this Agreement, the Corporation shall will be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall will execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation shall will pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation shall will not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may Company shall purchase and maintain insurance on behalf of Indemnitee who is or was or has agreed to serve at the request of the Corporation Company as a director or officer of the 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, employee benefit plan or other enterprise Company against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s 's behalf in any such capacity, or arising out of Indemnitee’s 's status as such, whether or not the Corporation Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement, provided that such insurance is available on commercially reasonable terms. If the Corporation Company has such insurance in effect at the time the Corporation Company receives from Indemnitee any notice of the commencement of a proceeding, the Corporation Company shall give prompt notice of the commencement of such a proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In the event of any payment by the Corporation Company under this Agreement, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) ), if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may purchase and maintain insurance on behalf For the duration of Indemnitee who is or was or has agreed to serve at the request of this Agreement, the Corporation as a director or officer of the Corporationshall maintain insurance, or is or was serving at the request of the Corporation as a directorits sole expense, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise to protect itself and Indemnitee against any expense, liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as suchloss, whether or not the Corporation would have the power to indemnify Indemnitee Indemnity against such expense, liability or loss under Delaware law. The Corporation shall use commercially reasonable efforts (taking into account the provisions scope and amount of this Agreementcoverage available relative to the cost thereof) to maintain in effect policies of directors’ and officers’ liability insurance providing coverage for directors and/or officers of the Corporation at least substantially comparable in scope and amount to that provided by the Corporation’s current policies. The Indemnitee shall be covered by such policy or policies in accordance with its or their terms. If the Corporation has such insurance policy or policies are in effect at the time the Corporation receives from Indemnitee any notice of the commencement of a proceedingProceeding, the Corporation shall give prompt notice of the commencement of such proceeding Proceeding to the insurers in accordance with the procedures set forth in the policysuch policy or policies. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Proceeding in accordance with the terms of such policypolicy or policies. (b) In the event of any payment by the Corporation under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policyIndemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights in accordance with the terms of such insurance policyrights. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee Indemnitee, or on Indemnitee’s behalf, in connection with such subrogation. (c) The Except to the extent contemplated under Section 13 below, the Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise. Notwithstanding any other provision of this Agreement to the contrary, Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration, advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Corporation’s satisfaction and performance of all its obligations under this Agreement. (d) In connection with any proposed Change in Control (limited to those events referenced in clauses (ii) - (v) of such term), the Company will endeavor for the benefit of the Indemnitee to put in place directors’ and officers’ liability insurance covering events and circumstances occurring or arising prior to such Change in Control for a period following such Change in Control with the scope and amount of coverage consistent with the directors’ and officers’ liability insurance then in effect for the benefit of the Company and the Indemnitee, on such terms and conditions, including without limitation premiums and term of years, as is deemed prevalent for similarly situated corporations in such Change of Control transactions at the time, as determined in the case of a Change in Control transaction referenced in clauses (ii), (iii) or (v) of such term by the Corporation’s or the Board’s (or special committee of the Board’s) financial advisor in connection with such Change in Control, and otherwise as determined in good faith by the Board.

Insurance and Subrogation. (a) The Corporation rights to indemnification and advancement of expenses provided by this Agreement are in addition to any other rights to which the Indemnitee may be entitled. The Company, the Indemnitor or one or more of their affiliates may purchase and maintain insurance on behalf a policy or policies of insurance, providing the Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the 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, employee benefit plan or other enterprise against with coverage for any liability asserted against, and incurred by, the Indemnitee or on the Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status the actual or purported execution or discharge of his duties or the exercise or purported exercise of his powers or otherwise in relation to or in connection with his duties, powers or office as sucha director, whether secretary or not the Corporation would have the power other officer, employee or agent, in each case relating to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any notice of the commencement of a proceeding, the Corporation shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policyCompany or its subsidiaries and affiliates. (b) In the event of any payment by the Corporation Indemnitor under this Agreement, the Corporation Indemnitor shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee with respect to any insurance policy, who . The Indemnitee shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Indemnitor to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Indemnitor shall pay or reimburse all expenses actually and reasonably incurred by the Indemnitee in connection with such subrogation. (c) The Corporation Indemnitor shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, fines and amounts paid in settlement, and any excise taxes or penalties under the United States Employee Retirement Income Security Act of 1974, as amended, or any similar law) if and to the extent that the Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation Company may purchase and maintain insurance on behalf of Indemnitee who is any person (including Indemnitee) by virtue of such person’s Position with the Company or was or has agreed to serve Service at the request Request of the Corporation as a director or officer of the 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, employee benefit plan or other enterprise Company against any liability asserted against, and incurred by, Indemnitee such person or on Indemniteesuch person’s behalf in any such capacity, or arising out of Indemniteesuch person’s status as such, whether or not the Corporation Company would have the power to indemnify Indemnitee such person against such liability under the provisions of this Agreement. . (b) To the extent the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees or agents of the Company or for other persons for Service at the Request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms, to the maximum extent of the coverage available for any director, officer, employee or agent under such policy or policies. (c) If the Corporation Company has such insurance in effect at the time the Corporation Company receives from Indemnitee any notice of the commencement of a proceeding, the Corporation Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation Company shall thereafter take all reasonably necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (bd) In the event of any payment by the Corporation Company under this Agreement, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Company shall pay or reimburse all expenses Expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (ce) The Corporation Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlementJudgments) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may purchase To the extent the Company maintains a policy or policies of insurance providing directors’ and maintain insurance on behalf of officers’ liability insurance, Indemnitee who is shall be covered by such policy or was policies, in accordance with its or has agreed their terms, to serve at the request maximum extent of the Corporation as a coverage provided to any other director or executive officer of the CorporationCompany. If, 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, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation Company receives from Indemnitee any notice of the commencement of a proceedingan Action, Suit or Proceeding, the Corporation Company has such insurance in effect that would reasonably be expected to cover such Action, Suit or Proceeding, then the Company shall give prompt notice of the commencement of such proceeding Action, Suit or Proceeding to the insurers in accordance with the procedures set forth in the policysuch policy or policies. The Corporation Company shall thereafter take all necessary or reasonably desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Action, Suit or Proceeding in accordance with the terms of such policypolicy or policies. (b) In Subject to Section 9(b), in the event of any payment by the Corporation Company under this Agreement, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who . Indemnitee shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to effectively bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Company shall pay or reimburse all expenses Expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation Subject to Section 9(b), the Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgmentsJudgments, finesFines and Amounts Paid in Settlement, and ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may shall purchase and maintain directors’ and officers’ liability insurance on behalf of Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the 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, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any notice of the commencement of a proceeding, the Corporation shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) Notwithstanding the foregoing, the Corporation shall have no obligation to obtain or maintain directors’ and officers’ liability insurance if the Corporation determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of coverage provided, the coverage is reduced by exclusions so as to provide an insufficient benefit, or the Indemnitee is covered by similar insurance maintained by a subsidiary of the Corporation. (c) In the event of any payment by the Corporation under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers documents required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (cd) The Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may purchase and maintain insurance on behalf of Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the 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, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. To the extent that the Corporation maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents or fiduciaries of the Corporation or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person serves at the request of the Corporation, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent or fiduciary under such policy or policies. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any notice of the commencement of a proceeding, the Corporation shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In Except as provided in Section 6(d) below, in the event of any payment by the Corporation under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee (other than against the Fund Indemnitors) with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Except as provided in Section 6(d) below, the Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise. (d) The Corporation hereby acknowledges that Indemnitee has certain rights to indemnification, advancement of expenses and/or insurance provided by Merck Global Health Innovation Fund, LLC and/or certain of its affiliates (collectively, the “Fund Indemnitors”). The Corporation hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the Certificate of Incorporation or Bylaws of the Corporation (or any other agreement between the Corporation and Indemnitee), without regard to any rights Indemnitee may have against the Fund Indemnitors and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Corporation further agrees that no advancement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Corporation shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Corporation. The Corporation and Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 6(d).

Insurance and Subrogation. (ai) The Corporation Company may purchase and maintain (itself or through its affiliates) insurance on behalf of Indemnitee the Covered Person who is or was or has agreed to serve at the request of the Corporation Company as a director Director, Officer or officer employee of the 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, employee benefit plan or other enterprise Company against any liability asserted against, and incurred by, Indemnitee the Covered Person or on Indemniteethe Covered Person’s behalf in any such capacitybehalf, or arising out of Indemniteethe Covered Person’s status as sucha Director, Officer or employee, whether or not the Corporation Company would have the power to indemnify Indemnitee the Covered Person against such liability under the provisions of this AgreementSection 18. If the Corporation Company has such insurance in effect at the time the Corporation Company receives from Indemnitee the Covered Person any notice of the commencement of a proceedingclaim, the Corporation Company shall give prompt notice of the commencement of such proceeding claim to the insurers in accordance with the procedures set forth in the policy. The Corporation Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the IndemniteeCovered Person, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (bii) In the event of any payment by the Corporation Company under this Agreement, the Corporation shall Company shall, to the extent permissible, be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee the Covered Person with respect to any insurance policy, who which Covered Person shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee the Covered Person in connection with such subrogation. (ciii) The Corporation Company shall not be liable under this Agreement Section 18 to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee the Covered Person has otherwise actually received such payment under this Agreement Section 18 or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may purchase and maintain insurance on behalf of Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the 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, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s 's behalf in any such capacity, or arising out of Indemnitee’s 's status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any notice of the commencement of a proceeding, the Corporation shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In the event of any payment by the Corporation under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may shall purchase and maintain directors and officers liability and other insurance on behalf of covering Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the 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, employee benefit plan or other enterprise against any liability asserted claims made against, and liabilities incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as suchbehalf, whether or not the Corporation would have the power or the obligation to indemnify Indemnitee against such liability under the provisions of this Indemnification Agreement. If Such insurance shall have coverages, limits of liability and retentions as is usual and customary for businesses of similar size and conducting similar types of business. Upon Indemnitee’s request, the Corporation has shall provide promptly copies of any such insurance in effect at the time policies of insurance, including any riders, supplements or endorsements thereto. If the Corporation receives from Indemnitee any notice of the commencement of a proceedingan Action, the Corporation shall give prompt notice of the commencement of such proceeding Action to the insurers in accordance with the procedures set forth in their respective policies and shall provide Indemnitee with a copy of that notice and copies of all correspondence to and from the policyinsurers pertaining thereto. The Corporation shall thereafter also instruct the insurers and its broker(s) that they may communicate directly with Indemnitee regarding any such claim. Thereafter, the Corporation shall take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Action in accordance with the terms of such policy. (b) In the event of any payment by the Corporation under this Indemnification Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policyIndemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights in accordance with the terms of such insurance policyrights. The Corporation shall pay or reimburse all expenses Expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation shall will not be liable under this Indemnification Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Indemnification Agreement or any insurance policy, contract, agreement or otherwise, except in respect of any indemnity exceeding such prior payment.

Insurance and Subrogation. (a) The Corporation may shall purchase and maintain insurance on behalf of Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the 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, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement, and shall maintain “tail coverage” in effect for six years after the termination of the last such service. Such coverage shall include “insuring clause A”, commonly known as “Side A Coverage”, or similar coverage pursuant to which the Indemnitee as an individual, and not the Corporation, is the insured party, with reasonable limits, retentions and other terms and conditions. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any notice of the commencement of a proceeding, the Corporation shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In the event of any payment by the Corporation under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may shall purchase and maintain insurance on behalf of Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the 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, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s 's behalf in any such capacity, or arising out of Indemnitee’s 's status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement, and shall maintain “tail coverage” in effect for six years after the termination of the last such service. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any notice of the commencement of a proceeding, the Corporation shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In the event of any payment by the Corporation under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may shall purchase and maintain directors and officers liability and other insurance on behalf of covering Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the 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, employee benefit plan or other enterprise against any liability asserted claims made against, and liabilities incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as suchbehalf, whether or not the Corporation would have the power or the obligation to indemnify Indemnitee against such liability under the provisions of this Indemnification Agreement. If Such insurance shall have coverages, limits of liability and retentions as is usual and customary for businesses of similar size and conducting similar types of business. Upon Indemnitee’s request, the Corporation has shall provide promptly copies of any such insurance in effect at the time policies of insurance, including any riders, supplements or endorsements thereto. If the Corporation receives from Indemnitee any notice of the commencement of a proceedingan Action, the Corporation shall give prompt notice of the commencement of such proceeding Action to the insurers in accordance with the procedures set forth in their respective policies and shall provide Indemnitee with a copy of that notice and copies of all correspondence to and from the policyinsurers pertaining thereto. The Corporation shall thereafter also instruct the insurers and its broker(s) that they may communicate directly with Indemnitee regarding any such claim. Thereafter, the Corporation shall take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Action in accordance with the terms of such policy. (b) In Except as provided in Section 14, in the event of any payment by the Corporation under this Indemnification Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policyIndemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights in accordance with the terms of such insurance policyrights. The Corporation shall pay or reimburse all expenses Expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation shall will not be liable under this Indemnification Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA Employee Retirement Income Security Act of 1974 excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Indemnification Agreement or any insurance policy, contract, agreement or otherwise, except in respect of any indemnity exceeding such prior payment.

Insurance and Subrogation. (a) The Corporation may purchase To the extent the Company maintains a policy or policies of insurance providing directors’ and maintain insurance on behalf of officers’ liability insurance, Indemnitee who is shall be covered by such policy or was policies, in accordance with its or has agreed their terms, to serve at the request maximum extent of the Corporation as a coverage provided to any other director or officer of the CorporationCompany. If, 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, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation Company receives from Indemnitee any notice of the commencement of a proceedingan Action, Suit or Proceeding, the Corporation Company has such insurance in effect that would reasonably be expected to cover such Action, Suit or Proceeding, then the Company shall give prompt notice of the commencement of such proceeding Action, Suit or Proceeding to the insurers in accordance with the procedures set forth in the policysuch policy or policies. The Corporation Company shall thereafter take all necessary or reasonably desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Action, Suit or Proceeding in accordance with the terms of such policypolicy or policies. (b) In Subject to Section 9(b), in the event of any payment by the Corporation Company under this Agreement, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who . Indemnitee shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to effectively bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Company shall pay or reimburse all expenses Expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation Subject to Section 9(b), the Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgmentsJudgments, finesFines and Amounts Paid in Settlement, and ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may purchase and maintain insurance on behalf of an Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the 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, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any notice of the commencement of a proceeding, the Corporation shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In the event of any payment by the Corporation under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may may, but shall not be required to, purchase and maintain insurance on behalf of Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the 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, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any notice of the commencement of a proceeding, the Corporation shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In the event of any payment by the Corporation under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who . Indemnitee shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may Company shall use its reasonable best efforts to purchase and maintain a policy or policies of insurance on behalf with reputable insurance companies with A.M. Best ratings of “A” or better, providing Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the 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, employee benefit plan or other enterprise against with coverage for any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such by reason of the fact that Indemnitee is or was (whether on or prior to the date of this Agreement or thereafter) or has agreed to serve as a director, officer, employee or agent of the Company, or while serving as a director or officer of the Company, is or was serving or has agreed to serve at the request of the Company as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, or arising out of Indemnitee’s status as such, whether or not the Corporation Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. Such insurance policies shall have coverage terms and policy limits at least as favorable to Indemnitee as the insurance coverage provided to any other director or officer of the Company. If the Corporation Company has such insurance in effect at the time the Corporation Company receives from Indemnitee any notice of the commencement of a an action, suit or proceeding, the Corporation Company shall give prompt notice of the commencement of such action, suit or proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In Subject to Section 9(b), in the event of any payment by the Corporation Company under this Agreement, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who . Indemnitee shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation Subject to Section 9(b), the Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, finesfines and amounts paid in settlement, and ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may hereby covenants and agrees to use commercially reasonable efforts to purchase and maintain Directors’ and Officers’ liability insurance (D & O) from established and reputable carriers in reasonable amounts on behalf of Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the Corporation, or and may purchase and maintain insurance on behalf of Indemnitee who is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any notice of the commencement of a proceeding, the Corporation shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In the event of any payment by the Corporation under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may purchase and maintain insurance on behalf For the duration of Indemnitee who is or was or has agreed to serve at the request of the Corporation Indemnitee’s service as a director or and/or officer of the Corporation, and thereafter for so long as Indemnitee shall be subject to any pending or is possible Proceeding or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any notice of the commencement of a proceedingClaim, the Corporation shall give prompt notice use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to cause to be maintained in effect policies of directors’ and officers’ liability insurance providing coverage for directors and/or officers of the commencement Corporation. The Corporation shall provide Indemnitee with a copy of such proceeding all directors’ and officers’ liability insurance applications, binders, policies, declarations, endorsements and other related materials. Without limiting the generality or effect of the two immediately preceding sentences, the Corporation shall not discontinue or significantly reduce the scope or amount of coverage from one policy period to the insurers in accordance with next (i) without the procedures set forth prior approval thereof by a majority vote of the Incumbent Directors, even if less than a quorum, or (ii) if at the time that any such discontinuation or significant reduction in the scope or amount of coverage is proposed there are no Incumbent Directors, without the prior written consent of Indemnitee (which consent shall not be unreasonably withheld or delayed). In all policies of directors’ and officers’ liability insurance obtained by the Corporation, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Corporation’s directors and officers most favorably insured by such policy. The Corporation may, but shall thereafter take all necessary not be required to, create a trust fund, grant a security interest or desirable action use other means, including without limitation a letter of credit, to cause such insurers to pay, on behalf of ensure the Indemnitee, all amounts payable as a result payment of such proceeding in accordance with the terms of such policyamounts as may be necessary to satisfy its obligations to indemnify and advance Expenses pursuant to this Agreement. (b) In the event of any payment by the Corporation under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the related rights of recovery of Indemnitee with respect to any insurance policy, who against other persons or entities (other than Indemnitee’s successors). Indemnitee shall execute all papers reasonably required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce evidence such rights in accordance with (all of Indemnitee’s reasonable Expenses related thereto to be reimbursed by or, at the terms option of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred Indemnitee, advanced by Indemnitee in connection with such subrogationthe Corporation. (c) The Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may purchase and maintain insurance on behalf of Indemnitee who is shall be covered by the Xponential Parties’ D&O Liability Insurance in accordance with its or was or has agreed their terms to serve at the request maximum extent of the Corporation as a coverage available for any director or executive officer of the Corporationunder such policy or policies. If, 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, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any Xponential Parties receive notice of the commencement of a proceedingclaim hereunder, the Corporation Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding Proceeding to the insurers in accordance with the procedures set forth in the policyrespective policies. The Corporation Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Proceeding in accordance with the terms of such policypolicies. The failure or refusal of any such insurer to pay any such amount shall not affect or impair the obligations of the Xponential Parties under this Agreement. (b) In the event of any payment by the Corporation under this Agreement, the Corporation Xponential Parties shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policyIndemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Xponential Parties to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogationrights. (c) The Corporation Xponential Parties shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement is provided) hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policypolicy or other indemnity provision. (d) The Xponential Parties’ obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Xponential Parties as a director, contractofficer, agreement trustee, partner, managing member, fiduciary, board of directors’ committee member, employee or otherwiseagent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses from such Enterprise.

Insurance and Subrogation. (a) The Corporation Company may purchase and maintain insurance on behalf a policy or policies of insurance, providing Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the 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, employee benefit plan or other enterprise against with coverage for any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such by reason of the fact that Indemnitee is or was or has agreed to serve as a director, officer, employee or agent of the Company, or while serving as a director or officer of the Company, is or was serving or has agreed to serve at the request of the Company as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, or arising out of Indemnitee’s status as such, whether or not the Corporation Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation Company has such insurance in effect at the time the Corporation Company receives from Indemnitee any notice of the commencement of a an action, suit or proceeding, the Corporation Company shall give prompt notice of the commencement of such action, suit or proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In Subject to Section 9(b), in the event of any payment by the Corporation Company under this Agreement, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who . Indemnitee shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation Subject to Section 9(b), the Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, finesfines and amounts paid in settlement, and ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may purchase Company agrees to maintain an insurance policy providing directors and maintain officers liability insurance on behalf of Indemnitee who is or was or has agreed to serve at the request of the Corporation Company as a director or officer of the Corporation, or is or was serving Company at the request coverage levels in effect as of the Corporation date hereof so long as a director, officer, employee or agent the premium for such directors and officers liability insurance does not exceed the premium in effect as of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreementdate hereof by more than 200%. If the Corporation Company has such insurance in effect at the time the Corporation Company receives from Indemnitee any notice of the commencement of a proceedingProceeding, the Corporation Company shall give prompt notice of the commencement of such proceeding Proceeding to the Indemnitee, and to the insurers in accordance with the procedures set forth in the policy. The Corporation Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Proceeding in accordance with the terms of such policy. (b) In the event of any payment by the Corporation Company under this Agreement, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Company shall pay or reimburse all expenses Expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation Company may purchase and maintain insurance on behalf a policy or policies of insurance, providing Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the 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, employee benefit plan or other enterprise against with coverage for any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such by reason of the fact that Indemnitee is or was or has agreed to serve as a director, officer, employee or agent of the Company, or while serving as a director or officer of the Company, is or was serving or has agreed to serve at the request of the Company as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, or arising out of Indemnitee’s status as such, whether or not the Corporation Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation Company has such insurance in effect at the time the Corporation Company receives from Indemnitee any notice of the commencement of a an action, suit or proceeding, the Corporation Company shall give prompt notice of the commencement of such action, suit or proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In Subject to Section 2(c), in the event of any payment by the Corporation Company under this Agreement, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who . Indemnitee shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation Subject to Section 2(c), the Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, finesfines and amounts paid in settlement, and ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may shall purchase and maintain directors and officers liability and other insurance on behalf of covering Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the 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, employee benefit plan or other enterprise against any liability asserted claims made against, and liabilities incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as suchbehalf, whether or not the Corporation would have the power or the obligation to indemnify Indemnitee against such liability under the provisions of this Indemnification Agreement. If Such insurance shall have coverages, limits of liability and retentions as is usual and customary for businesses of similar size and conducting similar types of business. Upon Indemnitee’s request, the Corporation has shall provide promptly copies of any such insurance in effect at the time policies of insurance, including any riders, supplements or endorsements thereto. If the Corporation receives from Indemnitee any notice of the commencement of a proceedingan Action, the Corporation shall give prompt notice of the commencement of such proceeding Action to the insurers in accordance with the procedures set forth in their respective policies and shall provide Indemnitee with a copy of that notice and copies of all correspondence to and from the policyinsurers pertaining thereto. The Corporation shall thereafter also instruct the insurers and its broker(s) that they may communicate directly with Indemnitee regarding any such claim. Thereafter, the Corporation shall take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Action in accordance with the terms of such policy. (b) In Except as provided in Section 14, in the event of any payment by the Corporation under this Indemnification Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policyIndemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights in accordance with the terms of such insurance policyrights. The Corporation shall pay or reimburse all expenses Expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation shall will not be liable under this Indemnification Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Indemnification Agreement or any insurance policy, contract, agreement or otherwise, except in respect of any indemnity exceeding such prior payment.

Insurance and Subrogation. (a) The Corporation may shall use commercially reasonable efforts to purchase and maintain insurance on behalf of Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the Corporation, or and may purchase and maintain insurance on behalf of Indemnitee who is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s 's behalf in any such capacity, or arising out of Indemnitee’s 's status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any notice of the commencement of a proceeding, the Corporation shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In the event of any payment by the Corporation under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation Companies may purchase and maintain insurance on behalf a policy or policies of insurance, providing Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the 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, employee benefit plan or other enterprise against with coverage for any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in by reason of the fact that Indemnitee is or was or has agreed to serve as a director, officer, employee or agent of Chiron Holdings GP, Chiron or LifeCell, or while serving as a director or officer of any such of Chiron Holdings GP, Chiron or LifeCell, is or was serving or has agreed to serve at the request of a Company as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, or arising out of Indemnitee’s status as such, whether or not the Corporation a Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has Companies have such insurance in effect at the time the Corporation receives Companies receive from Indemnitee any notice of the commencement of a an action, suit or proceeding, the Corporation Companies shall give prompt notice of the commencement of such action, suit or proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation Companies shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In Subject to Section 10(b), in the event of any payment by the Corporation Companies under this Agreement, the Corporation Companies shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who . Indemnitee shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Companies to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Companies shall be jointly and severally obligated to pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation Subject to Section 10(b), the Companies shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, finesfines and amounts paid in settlement, and ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation Company may purchase and maintain insurance on behalf of Indemnitee who is any person (including Indemnitee) by virtue of such person’s Position with the Company or was or has agreed to serve Service at the request Request of the Corporation as a director or officer of the 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, employee benefit plan or other enterprise Company against any liability asserted against, and incurred by, Indemnitee such person or on Indemniteesuch person’s behalf in any such capacity, or arising out of Indemniteesuch person’s status as such, whether or not the Corporation Company would have the power to indemnify Indemnitee such person against such liability under the provisions of this Agreement. . (b) To the extent the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees or agents of the Company or for other persons for Service at the Request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms, to the maximum extent of the coverage available for any director, officer, employee or agent under such policy or policies. (c) If the Corporation Company has such insurance in effect at the time the Corporation Company receives from Indemnitee any notice of the commencement of a proceeding, the Corporation Company shall give prompt notice of the commencement of such proceeding to the insurers insurer(s) at the times and in accordance with the procedures set forth in the policysuch policy or policies. The Corporation Company shall thereafter take all actions that the Company believes, in its discretion, are reasonably necessary or desirable action to cause such insurers insurer(s) to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policypolicy or policies. (bd) In the event of any payment by the Corporation Company under this Agreement, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who and Indemnitee shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (ce) The Corporation Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlementJudgments) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation Indemnitors may purchase or otherwise obtain coverage under a policy or policies of insurance, providing Indemnitee with coverage, subject to the terms and maintain insurance on behalf conditions of Indemnitee who is such policy or was or has agreed to serve at the request of the Corporation as a director or officer of the Corporationpolicies, 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, employee benefit plan or other enterprise against for any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in by reason of the fact that Indemnitee is or was or has agreed to serve as a director, officer, employee or agent of any such of the Indemnitors or their affiliates, or is or was serving or has agreed to serve at the request of an Indemnitor or its affiliates as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, or arising out of Indemnitee’s status as such, whether or not the Corporation Indemnitors would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has Indemnitors have such insurance in effect at the time the Corporation receives Indemnitors receive from Indemnitee any notice of the commencement of a proceedingany matter with respect to which Indemnitee intends to seek indemnification or advancement hereunder, the Corporation Indemnitors shall give prompt notice of the commencement of such proceeding thereof to the insurers in accordance with the procedures set forth in the policypolicy or policies. The Corporation Indemnitors shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policypolicy or policies. (b) In the event of any payment by the Corporation Indemnitors under this Agreement, Agreement the Corporation Indemnitors shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who . Indemnitee shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Indemnitors to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation shall Indemnitors shall, jointly and severally, pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation Indemnitors shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, fines and amounts paid in settlement, and excise taxes with respect to an employee benefit plan or penalties) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may purchase and maintain insurance on behalf of Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the 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, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any notice of the commencement of a proceedingProceeding, the Corporation shall give prompt notice of the commencement of such proceeding Proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Proceeding in accordance with the terms of such policy. (b) In the event of any payment by the Corporation under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policypolicy (excluding, for the avoidance of doubt, any insurance policy of the Fund Indemnitors or any person other than the Corporation), who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise; provided that the foregoing shall not affect the rights of the Indemnitee or the Fund Indemnitors set forth in Section 12.

Insurance and Subrogation. (a) The Corporation may purchase and maintain To the extent that the Company maintains an insurance on behalf of Indemnitee who is policy or was policies providing liability insurance for directors, officers, employees, agents or has agreed to serve at the request fiduciaries of the Corporation as a director Company or officer of the Corporation, or is or was for individuals serving at the request of the Corporation Company as a directordirectors, officerofficers, employee partners, venturers, proprietors, trustees, employees, agents, fiduciaries or agent similar functionaries of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against, and incurred byenterprise, Indemnitee shall be covered by such policy or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any notice of the commencement of a proceeding, the Corporation shall give prompt notice of the commencement of such proceeding to the insurers policies in accordance with its or their terms to the procedures set forth in the policy. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf maximum extent of the Indemniteecoverage available for any such director, all amounts payable as a result of officer, employee, agent or fiduciary under such proceeding in accordance with the terms of such policypolicy or policies. (b) In the event of any payment by the Corporation Company under this Agreement, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policyIndemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogationrights. (c) The Corporation Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement the Company’s charter or bylaws or any insurance policy, contract, agreement or otherwise. (d) If Indemnitee is a director of the Company, the Company will advise the Board of any proposed material reduction in the coverage for Indemnitee to be provided by the Company’s directors’ and officers’ liability insurance policy and will not effect such a reduction with respect to Indemnitee without the prior approval of at least 80% of the Independent Directors of the Company. (e) If Indemnitee is a director of the Company during the term of this Agreement and if Indemnitee ceases to be a director of the Company for any reason, the Company shall procure a run-off directors’ and officers’ liability insurance policy with respect to claims arising from facts or events that occurred before the time Indemnitee ceased to be a director of the Company and covering Indemnitee, which policy, without any lapse in coverage, will provide coverage for a period of six years after the time Indemnitee ceased to be a director of the Company and will contain terms and conditions (including amount and type of coverage and size of deductibles) that are substantially comparable to the Company’s directors’ and officers’ liability insurance policy that was most protective of Indemnitee in the 12 months preceding the time Indemnitee ceased to be a director of the Company; provided, however, that: (i) this obligation shall be suspended during the period immediately following the time Indemnitee ceases to be a director of the Company if and only so long as the Company has a directors’ and officers’ liability insurance policy in effect covering Indemnitee for such claims that, if it were a run-off policy, would meet or exceed the foregoing standards, but in any event this suspension period shall end when a Change in Control occurs; and (ii) no later than the end of the suspension period provided in the preceding clause (i) (whether because of failure to have a policy meeting the foregoing standards or because a Change in Control occurs), the Company shall procure a run-off directors’ and officers’ liability insurance policy meeting the foregoing standards and lasting for the remainder of the six-year period. (f) Notwithstanding the preceding clause (e), including the suspension provisions therein, if Indemnitee ceases to be an officer or director of the Company in connection with a Change in Control or at or during the one-year period following the occurrence of a Change in Control, the Company shall procure a run-off directors’ and officers’ liability insurance policy covering Indemnitee and meeting the foregoing standards in clause (e) and lasting for a six-year period upon the Indemnitee’s ceasing to be an officer or director of the Company in such circumstances.

Insurance and Subrogation. (a) The Corporation may purchase and maintain insurance a policy or policies of insurance, providing Indemnitee with coverage for any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf by reason of the fact that Indemnitee who is or was or has agreed to serve at the request as a director, officer, employee or agent of the Corporation Corporation, or while serving as a director or officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacityenterprise, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any notice of the commencement of a an action, suit or proceeding, the Corporation shall give prompt notice of the commencement of such action, suit or proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In Subject to Section 2(c), in the event of any payment by the Corporation under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who . Indemnitee shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Subject to Section 2(c), the Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, finesfines and amounts paid in settlement, and ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may shall use its best efforts to purchase and maintain insurance on behalf of Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the Corporation, or and may purchase and maintain insurance on behalf of Indemnitee who is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise enterprise, against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s 's behalf in any such capacity, or arising out of Indemnitee’s 's status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any notice of the commencement of a proceeding, the Corporation shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In the event of any payment by the Corporation under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may will use commercially reasonable efforts to purchase and maintain insurance on behalf of Indemnitee who is or was or has agreed Indemnitee, in his capacity as an observer to serve at the request board of directors of the Corporation as a director or officer of the Corporationand any other capacity for which he may be entitled to indemnification hereunder, 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, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any notice of the commencement of a proceeding, the Corporation shall will give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation shall will thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In the event of any payment by the Corporation under this Agreement, the Corporation shall will be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall will execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation shall will pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation shall will not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation rights to indemnification and reimbursement of expenses provided by this Agreement are in addition to any other rights to which the Indemnitee may be entitled. The Company or the Indemnitor may purchase and maintain insurance on behalf a policy or policies of insurance, providing Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the 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, employee benefit plan or other enterprise against with coverage for any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as suchthe actual or purported execution or discharge of his duties or the exercise or purported exercise of his powers or otherwise in relation to or in connection with his duties, whether powers or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any notice of the commencement of a proceeding, the Corporation shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policyoffice. (b) In the event of any payment by the Corporation Indemnitor under this Agreement, the Corporation Indemnitor shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who . Indemnitee shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Indemnitor to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Indemnitor shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) The Corporation Indemnitor shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, finesfines and amounts paid in settlement, and ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may purchase and maintain insurance on behalf of To the extent that, pursuant to Section 7.01, the Company maintains a policy or policies providing D&O Liability Insurance, Indemnitee who is shall be covered by such policy or was policies in accordance with its or has agreed their terms to serve at the request maximum extent of the Corporation as a coverage available for any such director or officer of the CorporationCompany (or any such director, officer, trustee, general partner, managing member, fiduciary, board of directors' committee member, employee or agent of any other Enterprise which such person is or was serving at the request of the Corporation as a directorCompany) under such policy or policies. If, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation Company receives notice from Indemnitee any notice of the commencement source of a proceedingProceeding as to which Indemnitee is a party or a participant (as a witness or otherwise), the Corporation Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding Proceeding to the insurers in accordance with the procedures set forth in the policyrespective policies. The Corporation Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Proceeding in accordance with the terms of such policypolicies. The failure or refusal of any such insurer to pay any such amount shall not affect or impair the obligations of the Company under this Agreement. (b) In the event of any payment by the Corporation under this Agreement, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policyIndemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogationrights. (c) The Corporation Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement is provided hereunder) hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise. (d) The Company's obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee, partner, managing member, fiduciary, board of directors' committee member, employee or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses from such Enterprise.

Insurance and Subrogation. (a) The Corporation may purchase In all D&O Liability Insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and maintain insurance on behalf of Indemnitee who is or was or has agreed benefits as are accorded to serve at the request most favorably insured of the Corporation as Company’s directors, if Indemnitee is a director; or of the Company’s officers, if Indemnitee is not a director or officer of the CorporationCompany but is an officer. If, 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, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any Signify Parties receive notice of the commencement of a proceedingclaim hereunder, the Corporation Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding Proceeding to the insurers in accordance with the procedures set forth in the policyrespective policies. The Corporation Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Proceeding in accordance with the terms of such policypolicies. The failure or refusal of any such insurer to pay any such amount shall not affect or impair the obligations of the Signify Parties under this Agreement. (b) In the event of any payment by the Corporation under this Agreement, the Corporation Signify Parties shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policyIndemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Signify Parties to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogationrights. (c) The Corporation Signify Parties shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement is provided) hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement policy or otherwiseother indemnity provision.

Insurance and Subrogation. (a) The Corporation may purchase and maintain insurance on behalf of Indemnitee who is To the extent the Company or was or has agreed to serve at the request any of the Corporation as Subsidiaries maintain a policy or policies of insurance providing directors’ and officers’ liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage provided to any other director or officer of the CorporationCompany. If, 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, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation Company receives from Indemnitee any notice of the commencement of a proceedingan Action, Suit or Proceeding, the Corporation Company has such insurance in effect which would reasonably be expected to cover such Action, Suit or Proceeding, the Company shall give prompt notice of the commencement of such proceeding Action, Suit or Proceeding to the insurers in accordance with the procedures set forth in the policysuch policy or policies. The Corporation Company shall thereafter take all necessary or reasonably desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Action, Suit or Proceeding in accordance with the terms of such policypolicy or policies. (b) In the event of any payment by the Corporation Company under this Agreement, the Corporation Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who . Indemnitee shall execute all papers reasonably required and take all action reasonably necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation Company to effectively bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation Company shall pay or reimburse all expenses actually and reasonably Expenses incurred by Indemnitee in connection with such subrogation. (c) The Corporation Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgmentsJudgments, finesFines and Amounts Paid in Settlement, and ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) The Corporation may shall use commercially reasonable efforts to purchase and maintain insurance on behalf of Indemnitee who is or was or has agreed to serve at the request of the Corporation as a director or officer of the Corporation, or and may purchase and maintain insurance on behalf of Indemnitee who is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation receives from Indemnitee any notice of the commencement of a proceeding, the Corporation shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy. (b) In [For Fund Representatives on the Board Only][The Company hereby acknowledges that Indemnitee has certain rights to indemnification, advancement of expenses and/or insurance provided by the Fund and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the Certificate of Incorporation or Bylaws of the Company (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Fund Indemnitors, and, (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 6(b). (c) [For Fund Representatives on the Board Only][Except as provided in paragraph (b) above,] [i]n the event of any payment by the Corporation under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee [For Fund Representatives on the Board Only][(other than the Fund Indemnitors)] with respect to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (cd) The [For Fund Representatives on the Board Only][Except as provided in paragraph (b) above,] [t]he Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwiseotherwise [for Fund Representatives on the Board Only][, provided that the foregoing shall not affect the rights of Indemnitee or the Fund Indemnitors set forth in Section 6(b) above].