Common use of Insurance and Subrogation Clause in Contracts

Insurance and Subrogation. (a) To the extent the Company or an Affiliate of the Company maintains an insurance policy or policies providing directors and officers liability insurance, Indemnitee shall be covered by such policy or policies in accordance with its or their terms and to the maximum extent of the coverage available for any Company or Affiliate director or officer. (b) The Company represents that it presently has in force and effect directors and officers liability insurance on behalf of Indemnitee against certain customary liabilities which may be asserted against or incurred by Indemnitee. The Company hereby agrees that, so long as Indemnitee shall continue to serve as a director or officer, and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that Indemnitee served as an officer or director, the Company shall purchase and maintain in effect for the benefit of Indemnitee such insurance providing (a) coverage at least comparable to that presently provided or (b) if such coverage is hereafter changed to provide any enhanced rights or benefits, the same coverage provided to the most favorably insured of the Company’s directors or officers; provided, however, if, the then Board of Directors determines in good faith that, either (x) the premium cost for such insurance is substantially disproportionate to the amount of coverage, or (y) the coverage provided by such insurance is so limited by exclusions that there is insufficient benefit from such insurance, then and in that event, the Company shall not be required to maintain such insurance; provided further, however, that if, after a Change in Control, the Board of Directors determines that the Company shall not be required to maintain such insurance, the Company shall be required to purchase a “tail” policy which (i) has an effective term of six (6) years from a Change in Control, (ii) covers Indemnitee for actions and omissions occurring on or prior to the date of the Change in Control, (iii) contains terms and conditions that are, in the aggregate, no less favorable to Indemnitee than those of the Indemnitee immediately prior to the Change in Control. The Company shall promptly notify Indemnitee of any good faith determination to reduce or not provide such coverage. (c) In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be reasonably necessary to secure such rights, including the execution of such documents reasonably necessary to enable the Company effectively to bring suit to enforce such rights.

Insurance and Subrogation. (a) To the extent the The Company or an Affiliate of the Company maintains an insurance shall use its reasonable best efforts to purchase and maintain a policy or policies of insurance with reputable insurance companies, providing directors Indemnitee with coverage for any liability asserted against, and officers liability insuranceincurred by, Indemnitee shall be covered by such policy or policies in accordance with its or their terms and to the maximum extent of the coverage available for any Company or Affiliate director or officer. (b) The Company represents that it presently has in force and effect directors and officers liability insurance on Indemnitee’s behalf of Indemnitee against certain customary liabilities which may be asserted against or incurred by Indemnitee. The Company hereby agrees that, so long as Indemnitee shall continue to serve as a director or officer, and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that Indemnitee served is or was or has agreed to serve as an a director or officer 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 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. Notwithstanding the foregoing, the Company shall purchase and have no obligation to obtain or maintain in effect for the benefit of Indemnitee such insurance providing (a) coverage at least comparable to that presently provided or (b) if such coverage is hereafter changed to provide any enhanced rights or benefits, the same coverage provided to the most favorably insured of the Company’s directors or officers; provided, however, if, the then Board of Directors Company determines in good faith thatthat such insurance is not reasonably available, either (x) if the premium cost costs for such insurance is substantially are disproportionate to the amount of coveragethe coverage provided, or (y) if the coverage provided by such insurance is so limited by exclusions that there is so as to provide an insufficient benefit or if the Company otherwise determines in good faith that obtaining or maintaining such insurance is not in the best interests of the Company. If the Company has such insurance in effect at the time the Company receives from such insuranceIndemnitee any notice of the commencement of an action, then and in that eventsuit or proceeding, the Company shall not be required to maintain give prompt notice of the commencement of such insurance; provided furtheraction, however, that if, after a Change in Control, the Board of Directors determines that the Company shall not be required to maintain such insurance, the Company shall be required to purchase a “tail” policy which (i) has an effective term of six (6) years from a Change in Control, (ii) covers Indemnitee for actions and omissions occurring on suit or prior proceeding to the date of insurers in accordance with the Change in Control, (iii) contains terms and conditions that are, procedures set forth in the aggregate, no less favorable to Indemnitee than those of the Indemnitee immediately prior to the Change in Controlpolicy. The Company shall promptly notify Indemnitee thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of any good faith determination to reduce or not provide Indemnitee, all amounts payable as a result of such coverageproceeding in accordance with the terms of such policy. (cb) In Subject to Section 9(b), in the event of any payment by the Company under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who Indemnitee with respect to any insurance policy maintained by the Company. Indemnitee shall execute all papers required and shall do everything that may be reasonably take all action necessary to secure such rights, including the execution of such documents reasonably as are necessary to enable the Company effectively to bring suit to enforce such rightsrights in accordance with the terms of such insurance policy. The Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) 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 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 other than an insurance policy maintained by an Indemnitee-related entity, contract, agreement or otherwise.

Insurance and Subrogation. (a) To the extent the The Company or an Affiliate of the Company maintains an insurance shall use its reasonable best efforts to purchase and maintain a policy or policies of insurance with reputable insurance companies with A.M. Best ratings of “A” or better, Fitch ratings of “BBBq” or better, Moody’s ratings of “Baa2” or better or Standard & Poor’s ratings of “BBBpi” or better, providing directors Indemnitee with coverage for any liability asserted against, and officers liability insuranceincurred by, Indemnitee shall be covered by such policy or policies in accordance with its or their terms and to the maximum extent of the coverage available for any Company or Affiliate director or officer. (b) The Company represents that it presently has in force and effect directors and officers liability insurance on Indemnitee’s behalf of Indemnitee against certain customary liabilities which may be asserted against or incurred by Indemnitee. The Company hereby agrees that, so long as Indemnitee shall continue to serve as a director or officer, and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that Indemnitee served 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 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 Company has such insurance in effect at the time the Company receives from Indemnitee any notice of the commencement of an officer action, suit or directorproceeding, the Company shall purchase and maintain in effect for give prompt notice of the benefit commencement of Indemnitee such insurance providing (a) coverage at least comparable to that presently provided action, suit or (b) if such coverage is hereafter changed to provide any enhanced rights or benefits, the same coverage provided proceeding to the most favorably insured of insurers in accordance with the Company’s directors or officers; provided, however, if, the then Board of Directors determines in good faith that, either (x) the premium cost for such insurance is substantially disproportionate to the amount of coverage, or (y) the coverage provided by such insurance is so limited by exclusions that there is insufficient benefit from such insurance, then and in that event, the Company shall not be required to maintain such insurance; provided further, however, that if, after a Change in Control, the Board of Directors determines that the Company shall not be required to maintain such insurance, the Company shall be required to purchase a “tail” policy which (i) has an effective term of six (6) years from a Change in Control, (ii) covers Indemnitee for actions and omissions occurring on or prior to the date of the Change in Control, (iii) contains terms and conditions that are, procedures set forth in the aggregate, no less favorable to Indemnitee than those of the Indemnitee immediately prior to the Change in Controlpolicy. The Company shall promptly notify Indemnitee thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of any good faith determination to reduce or not provide Indemnitee, all amounts payable as a result of such coverageproceeding in accordance with the terms of such policy. (cb) In Subject to Section 9(b), in the event of any payment by the Company under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who Indemnitee with respect to any insurance policy. Indemnitee shall execute all papers required and shall do everything that may be reasonably take all action necessary to secure such rights, including the execution of such documents reasonably as are necessary to enable the Company effectively to bring suit to enforce such rightsrights in accordance with the terms of such insurance policy. The Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) 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 and amounts paid in settlement, and ERISA excise taxes 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) To the extent the The Company or an Affiliate of the Company maintains an insurance shall use its reasonable best efforts to purchase and maintain a policy or policies of insurance 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 directors Indemnitee with coverage for any liability asserted against, and officers liability insuranceincurred by, Indemnitee shall be covered by such policy or policies in accordance with its or their terms and to the maximum extent of the coverage available for any Company or Affiliate director or officer. (b) The Company represents that it presently has in force and effect directors and officers liability insurance on Indemnitee’s behalf of Indemnitee against certain customary liabilities which may be asserted against or incurred by Indemnitee. The Company hereby agrees that, so long as Indemnitee shall continue to serve as a director or officer, and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that Indemnitee served 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 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 Company has such insurance in effect at the time the Company receives from Indemnitee any notice of the commencement of an officer action, suit or directorproceeding, the Company shall purchase and maintain in effect for give prompt notice of the benefit commencement of Indemnitee such insurance providing (a) coverage at least comparable to that presently provided action, suit or (b) if such coverage is hereafter changed to provide any enhanced rights or benefits, the same coverage provided proceeding to the most favorably insured of insurers in accordance with the Company’s directors or officers; provided, however, if, the then Board of Directors determines in good faith that, either (x) the premium cost for such insurance is substantially disproportionate to the amount of coverage, or (y) the coverage provided by such insurance is so limited by exclusions that there is insufficient benefit from such insurance, then and in that event, the Company shall not be required to maintain such insurance; provided further, however, that if, after a Change in Control, the Board of Directors determines that the Company shall not be required to maintain such insurance, the Company shall be required to purchase a “tail” policy which (i) has an effective term of six (6) years from a Change in Control, (ii) covers Indemnitee for actions and omissions occurring on or prior to the date of the Change in Control, (iii) contains terms and conditions that are, procedures set forth in the aggregate, no less favorable to Indemnitee than those of the Indemnitee immediately prior to the Change in Controlpolicy. The Company shall promptly notify Indemnitee thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of any good faith determination to reduce or not provide Indemnitee, all amounts payable as a result of such coverageproceeding in accordance with the terms of such policy. (cb) In Subject to Section 9(b), in the event of any payment by the Company under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who Indemnitee with respect to any insurance policy. Indemnitee shall execute all papers required and shall do everything that may be reasonably take all action necessary to secure such rights, including the execution of such documents reasonably as are necessary to enable the Company effectively to bring suit to enforce such rightsrights in accordance with the terms of such insurance policy. The Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) 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 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) To the extent the The Company or an Affiliate of the Company maintains an insurance shall use its reasonable best efforts to purchase and maintain a policy or policies of insurance with reputable insurance companies with A.M. Best ratings of “A” or better, Fitch ratings of “BBBq” or better, Moody’s ratings of “Baa2” or better or Standard & Poor’s ratings of “BBBpi” or better, providing directors Indemnitee with coverage for any liability asserted against, and officers liability insuranceincurred by, Indemnitee shall be covered by such policy or policies in accordance with its or their terms and to the maximum extent of the coverage available for any Company or Affiliate director or officer. (b) The Company represents that it presently has in force and effect directors and officers liability insurance on Indemnitee’s behalf of Indemnitee against certain customary liabilities which may be asserted against or incurred by Indemnitee. The Company hereby agrees that, so long as Indemnitee shall continue to serve as a director or officer, and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that Indemnitee served 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 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 Company has such insurance in effect at the time the Company receives from Indemnitee any notice of the commencement of an officer action, suit or directorproceeding, the Company shall purchase and maintain in effect for give prompt notice of the benefit commencement of Indemnitee such insurance providing (a) coverage at least comparable to that presently provided action, suit or (b) if such coverage is hereafter changed to provide any enhanced rights or benefits, the same coverage provided proceeding to the most favorably insured of insurers in accordance with the Company’s directors or officers; provided, however, if, the then Board of Directors determines in good faith that, either (x) the premium cost for such insurance is substantially disproportionate to the amount of coverage, or (y) the coverage provided by such insurance is so limited by exclusions that there is insufficient benefit from such insurance, then and in that event, the Company shall not be required to maintain such insurance; provided further, however, that if, after a Change in Control, the Board of Directors determines that the Company shall not be required to maintain such insurance, the Company shall be required to purchase a “tail” policy which (i) has an effective term of six (6) years from a Change in Control, (ii) covers Indemnitee for actions and omissions occurring on or prior to the date of the Change in Control, (iii) contains terms and conditions that are, procedures set forth in the aggregate, no less favorable to Indemnitee than those of the Indemnitee immediately prior to the Change in Controlpolicy. The Company shall promptly notify Indemnitee thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of any good faith determination to reduce or not provide Indemnitee, all amounts payable as a result of such coverageproceeding in accordance with the terms of such policy. (cb) In Subject to Section 9(b), in the event of any payment by the Company under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who Indemnitee with respect to any insurance policy. Indemnitee shall execute all papers required and shall do everything that may be reasonably take all action necessary to secure such rights, including the execution of such documents reasonably as are necessary to enable the Company effectively to bring suit to enforce such rightsrights in accordance with the terms of such insurance policy. The Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) 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 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) To the extent the The Company or an Affiliate of the Company maintains an insurance shall use its reasonable best efforts to purchase and maintain a policy or policies of insurance 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 directors Indemnitee with coverage for any liability asserted against, and officers liability insuranceincurred by, Indemnitee shall be covered by such policy or policies in accordance with its or their terms and to the maximum extent of the coverage available for any Company or Affiliate director or officer. (b) The Company represents that it presently has in force and effect directors and officers liability insurance on Indemnitee’s behalf of Indemnitee against certain customary liabilities which may be asserted against or incurred by Indemnitee. The Company hereby agrees that, so long as Indemnitee shall continue to serve as a director or officer, and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that Indemnitee served is or was or has agreed to serve 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, agent or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, or arising out of Indemnitee’s status as such, whether or not the 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 Company has such insurance in effect at the time the Company receives from Indemnitee any notice of the commencement of an action, suit or directorproceeding, the Company shall purchase and maintain in effect for give prompt notice of the benefit commencement of Indemnitee such insurance providing (a) coverage at least comparable to that presently provided action, suit or (b) if such coverage is hereafter changed to provide any enhanced rights or benefits, the same coverage provided proceeding to the most favorably insured of insurers in accordance with the Company’s directors or officers; provided, however, if, the then Board of Directors determines in good faith that, either (x) the premium cost for such insurance is substantially disproportionate to the amount of coverage, or (y) the coverage provided by such insurance is so limited by exclusions that there is insufficient benefit from such insurance, then and in that event, the Company shall not be required to maintain such insurance; provided further, however, that if, after a Change in Control, the Board of Directors determines that the Company shall not be required to maintain such insurance, the Company shall be required to purchase a “tail” policy which (i) has an effective term of six (6) years from a Change in Control, (ii) covers Indemnitee for actions and omissions occurring on or prior to the date of the Change in Control, (iii) contains terms and conditions that are, procedures set forth in the aggregate, no less favorable to Indemnitee than those of the Indemnitee immediately prior to the Change in Controlpolicy. The Company shall promptly notify Indemnitee thereafter take all reasonably necessary or desirable action to cause such insurers to pay, on behalf of any good faith determination to reduce or not provide Indemnitee, all amounts payable as a result of such coverageproceeding in accordance with the terms of such policy. (cb) In Subject to Section 9(b), in the event of any payment by the Company under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who Indemnitee with respect to any insurance policy. Indemnitee shall execute all papers required and shall do everything that may be reasonably take all action necessary to secure such rights, including the execution of such documents reasonably as are necessary to enable the Company effectively to bring suit to enforce such rightsrights in accordance with the terms of such insurance policy. The Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) 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 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) To the extent the The Company or an Affiliate of the Company maintains an insurance shall purchase and maintain a policy or policies of insurance with reputable insurance companies with A.M. Best ratings of “A” or better, providing directors Indemnitee with coverage for any liability asserted against, and officers liability insuranceincurred by, Indemnitee shall be covered by such policy or policies in accordance with its or their terms and to the maximum extent of the coverage available for any Company or Affiliate director or officer. (b) The Company represents that it presently has in force and effect directors and officers liability insurance on Indemnitee’s behalf of Indemnitee against certain customary liabilities which may be asserted against or incurred by Indemnitee. The Company hereby agrees that, so long as Indemnitee shall continue to serve as a director or officer, and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that Indemnitee served is or was or has agreed to serve as an 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 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 that are reasonable in scope and amount, as determined by the Company in its reasonable discretion. Notwithstanding the foregoing, the Company shall purchase and have no obligation to obtain or maintain in effect for the benefit of Indemnitee such insurance providing (a) coverage at least comparable to that presently provided or (b) if such coverage is hereafter changed to provide any enhanced rights or benefits, the same coverage provided to the most favorably insured of the Company’s directors or officers; provided, however, if, the then Board of Directors Company determines in good faith thatthat such insurance is not reasonably available, either (x) if the premium cost costs for such insurance is substantially are disproportionate to the amount of coveragethe coverage provided, or (y) if the coverage provided by such insurance is so limited by exclusions so as to provide an insufficient benefit, or if the Company otherwise determines in good faith that there obtaining or maintaining such insurance is insufficient benefit not in the best interests of the Company. At the time the Company receives from such insuranceIndemnitee any notice of the commencement of an action, then and in that eventsuit or proceeding, the Company shall not be required to maintain give prompt notice of the commencement of such insurance; provided furtheraction, however, that if, after a Change in Control, the Board of Directors determines that the Company shall not be required to maintain such insurance, the Company shall be required to purchase a “tail” policy which (i) has an effective term of six (6) years from a Change in Control, (ii) covers Indemnitee for actions and omissions occurring on suit or prior proceeding to the date of insurers in accordance with the Change in Control, (iii) contains terms and conditions that are, procedures set forth in the aggregate, no less favorable to Indemnitee than those of the Indemnitee immediately prior to the Change in Controlpolicy. The Company shall promptly notify Indemnitee thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of any good faith determination to reduce or not provide Indemnitee, all amounts payable as a result of such coverageproceeding in accordance with the terms of such policy. (cb) In the event of any payment by the Company under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who Indemnitee with respect to any insurance policy. Indemnitee shall execute all papers required and shall do everything that may be reasonably take all action necessary to secure such rights, including the execution of such documents reasonably as are necessary to enable the Company effectively to bring suit to enforce such rightsrights in accordance with the terms of such insurance policy. The Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (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, fines and amounts paid in settlement, and ERISA excise taxes 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) To the extent the Company or an Affiliate of that the Company maintains an insurance policy or policies providing directors and officers liability insuranceinsurance for directors, officers, employees or agents of the Company or for individuals serving at the request of the Company as directors, officers, partners, members, venturers, proprietors, trustees, employees, agents, fiduciaries or similar functionaries of another foreign or domestic corporation, partnership, limited liability company, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms and to the maximum extent of the coverage available for any Company such director, officer, employee, agent or Affiliate director fiduciary under such policy or officerpolicies. (b) The Company represents that it presently has in force and effect directors and officers liability insurance on behalf of Indemnitee against certain customary liabilities which may be asserted against or incurred by Indemnitee. The Company hereby agrees that, so long as Indemnitee shall continue to serve as a director or officer, and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that Indemnitee served as an officer or director, the Company shall purchase and maintain in effect for the benefit of Indemnitee such insurance providing (a) coverage at least comparable to that presently provided or (b) if such coverage is hereafter changed to provide any enhanced rights or benefits, the same coverage provided to the most favorably insured of the Company’s directors or officers; provided, however, if, the then Board of Directors determines in good faith that, either (x) the premium cost for such insurance is substantially disproportionate to the amount of coverage, or (y) the coverage provided by such insurance is so limited by exclusions that there is insufficient benefit from such insurance, then and in that event, the Company shall not be required to maintain such insurance; provided further, however, that if, after a Change in Control, the Board of Directors determines that the Company shall not be required to maintain such insurance, the Company shall be required to purchase a “tail” policy which (i) has an effective term of six (6) years from a Change in Control, (ii) covers Indemnitee for actions and omissions occurring on or prior to the date of the Change in Control, (iii) contains terms and conditions that are, in the aggregate, no less favorable to Indemnitee than those of the Indemnitee immediately prior to the Change in Control. The Company shall promptly notify Indemnitee of any good faith determination to reduce or not provide such coverage. (c) In the event of any payment by the Company under this AgreementAgreement 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 IndemniteeIndemnitee under such insurance policy or policies, who shall execute all papers required and shall do everything that may be reasonably take all action necessary to secure such rights, including the execution of such documents reasonably as are necessary to enable the Company effectively 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 articles 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 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) To the extent the The Company or an Affiliate of the Company maintains an insurance shall use its reasonable best efforts to purchase and maintain a policy or policies of insurance 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 directors the Indemnitee with coverage for any liability asserted against, and officers liability insuranceincurred by, the Indemnitee shall be covered or on the Indemnitee’s behalf by such policy or policies in accordance with its or their terms and to the maximum extent reason of the coverage available for any Company fact that the Indemnitee is or Affiliate director was or officer. (b) The Company represents that it presently has in force and effect directors and officers liability insurance on behalf of Indemnitee against certain customary liabilities which may be asserted against or incurred by Indemnitee. The Company hereby agrees that, so long as Indemnitee shall continue 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 the Indemnitee’s status as such, whether or not the Company would have the power to indemnify the Indemnitee against such liability under the provisions of this Agreement. Such insurance policies shall have coverage terms and thereafter so long policy limits at least as favorable to the Indemnitee shall be subject as the insurance coverage provided to any possible claim other director or threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative, by reason officer of the fact that Company, as applicable. If the Company has such insurance in effect at the time the Company receives from the Indemnitee served as any notice of the commencement of an officer action, suit or directorproceeding, the Company shall purchase and maintain give prompt notice of the commencement of such action, suit or proceeding to the insurers in effect for accordance with the benefit procedures set forth in the policy. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee the Indemnitee, all amounts payable as a result of such insurance providing (a) coverage at least comparable to that presently provided or proceeding in accordance with the terms of such policy. (b) if such coverage is hereafter changed Subject to provide any enhanced rights or benefits, the same coverage provided to the most favorably insured of the Company’s directors or officers; provided, however, if, the then Board of Directors determines in good faith that, either (x) the premium cost for such insurance is substantially disproportionate to the amount of coverage, or (y) the coverage provided by such insurance is so limited by exclusions that there is insufficient benefit from such insurance, then and in that eventSection 10(b), the Company shall not be required liable under this Agreement to maintain such insurance; provided furthermake any payment of amounts otherwise indemnifiable hereunder (including, howeverbut not limited to, that ifjudgments, after a Change fines and amounts paid in Controlsettlement, and excise taxes or penalties relating to the Board Employee Retirement Income Security Act of Directors determines 1974, as amended) if and to the extent that the Company shall not be required to maintain Indemnitee has otherwise actually received such insurance, the Company shall be required to purchase a “tail” policy which (i) has an effective term of six (6) years from a Change in Control, (ii) covers Indemnitee for actions and omissions occurring on or prior to the date of the Change in Control, (iii) contains terms and conditions that are, in the aggregate, no less favorable to Indemnitee than those of the Indemnitee immediately prior to the Change in Control. The Company shall promptly notify Indemnitee of any good faith determination to reduce or not provide such coverage. (c) In the event of payment under this AgreementAgreement or any insurance policy, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemniteecontract, who shall execute all papers required and shall do everything that may be reasonably necessary to secure such rights, including the execution of such documents reasonably necessary to enable the Company effectively to bring suit to enforce such rightsagreement or otherwise.

Insurance and Subrogation. (a) To the extent the The Company or an Affiliate of the Company maintains an insurance shall use its commercially reasonable efforts to purchase and maintain a policy or policies of insurance 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 directors Indemnitee with coverage for any liability asserted against, and officers liability insuranceincurred by, Indemnitee shall be covered by such policy or policies in accordance with its or their terms and to the maximum extent of the coverage available for any Company or Affiliate director or officer. (b) The Company represents that it presently has in force and effect directors and officers liability insurance on Indemnitee’s behalf of Indemnitee against certain customary liabilities which may be asserted against or incurred by Indemnitee. The Company hereby agrees that, so long as Indemnitee shall continue to serve as a director or officer, and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that Indemnitee served 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 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 Company has such insurance in effect at the time the Company receives from Indemnitee any notice of the commencement of an officer action, suit or directorproceeding, the Company shall purchase and maintain in effect for give prompt notice of the benefit commencement of Indemnitee such insurance providing (a) coverage at least comparable to that presently provided action, suit or (b) if such coverage is hereafter changed to provide any enhanced rights or benefits, the same coverage provided proceeding to the most favorably insured of insurers in accordance with the Company’s directors or officers; provided, however, if, the then Board of Directors determines in good faith that, either (x) the premium cost for such insurance is substantially disproportionate to the amount of coverage, or (y) the coverage provided by such insurance is so limited by exclusions that there is insufficient benefit from such insurance, then and in that event, the Company shall not be required to maintain such insurance; provided further, however, that if, after a Change in Control, the Board of Directors determines that the Company shall not be required to maintain such insurance, the Company shall be required to purchase a “tail” policy which (i) has an effective term of six (6) years from a Change in Control, (ii) covers Indemnitee for actions and omissions occurring on or prior to the date of the Change in Control, (iii) contains terms and conditions that are, procedures set forth in the aggregate, no less favorable to Indemnitee than those of the Indemnitee immediately prior to the Change in Controlpolicy. The Company shall promptly notify Indemnitee thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of any good faith determination to reduce or not provide Indemnitee, all amounts payable as a result of such coverageproceeding in accordance with the terms of such policy. (cb) In Subject to Section 10(b), in the event of any payment by the Company under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who Indemnitee with respect to any insurance policy. Indemnitee shall execute all papers required and shall do everything that may be reasonably take all action necessary to secure such rights, including the execution of such documents reasonably as are necessary to enable the Company effectively to bring suit to enforce such rightsrights in accordance with the terms of such insurance policy. The Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) 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 and amounts paid in settlement, and ERISA excise taxes or penalties) if and to the extent that Indemnitee has otherwise actually received payment of such amounts under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) To the extent the The Company or an Affiliate of the Company maintains an insurance shall use its reasonable best efforts to purchase and maintain a policy or policies of insurance 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 directors Indemnitee with coverage for any liability asserted against, and officers liability insuranceincurred by, Indemnitee shall be covered by such policy or policies in accordance with its or their terms and to the maximum extent of the coverage available for any Company or Affiliate director or officer. (b) The Company represents that it presently has in force and effect directors and officers liability insurance on Indemnitee’s behalf of Indemnitee against certain customary liabilities which may be asserted against or incurred by Indemnitee. The Company hereby agrees that, so long as Indemnitee shall continue to serve as a director or officer, and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that Indemnitee served is or was or has agreed to serve as an a director or officer 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 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. Notwithstanding the foregoing, the Company shall purchase and have no obligation to obtain or maintain in effect for the benefit of Indemnitee such insurance providing (a) coverage at least comparable to that presently provided or (b) if such coverage is hereafter changed to provide any enhanced rights or benefits, the same coverage provided to the most favorably insured of the Company’s directors or officers; provided, however, if, the then Board of Directors Company determines in good faith thatthat such insurance is not reasonably available, either (x) if the premium cost costs for such insurance is substantially are disproportionate to the amount of coveragethe coverage provided, or (y) if the coverage provided by such insurance is so limited by exclusions that there is exclusion so as to provide an insufficient benefit or if the Company otherwise determines in good faith that obtaining or maintaining such insurance is not in the best interests of the Company. If the Company has such insurance in effect at the time the Company receives from such insuranceIndemnitee any notice of the commencement of an action, then and in that eventsuit or proceeding, the Company shall not be required to maintain give prompt notice of the commencement of such insurance; provided furtheraction, however, that if, after a Change in Control, the Board of Directors determines that the Company shall not be required to maintain such insurance, the Company shall be required to purchase a “tail” policy which (i) has an effective term of six (6) years from a Change in Control, (ii) covers Indemnitee for actions and omissions occurring on suit or prior proceeding to the date of insurers in accordance with the Change in Control, (iii) contains terms and conditions that are, procedures set forth in the aggregate, no less favorable to Indemnitee than those of the Indemnitee immediately prior to the Change in Controlpolicy. The Company shall promptly notify Indemnitee thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of any good faith determination to reduce or not provide Indemnitee, all amounts payable as a result of such coverageproceeding in accordance with the terms of such policy. (cb) In Subject to Section 9(b), in the event of any payment by the Company under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who Indemnitee with respect to any insurance policy. Indemnitee shall execute all papers required and shall do everything that may be reasonably take all action necessary to secure such rights, including the execution of such documents reasonably as are necessary to enable the Company effectively to bring suit to enforce such rightsrights in accordance with the terms of such insurance policy. The Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) 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 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) 11.1. To the extent the Company or an Affiliate of the Company maintains an insurance policy or policies providing directors and officers liability insurance, Indemnitee shall be covered by such policy or policies in accordance with its or their terms and to the maximum extent of the coverage available for any Company or Affiliate director or officer. (b) 11.2. The Company represents that it presently has in force and effect directors and officers liability insurance on behalf of Indemnitee against certain customary liabilities which may be asserted against or incurred by Indemnitee. The Company hereby agrees that, so long as Indemnitee shall continue to serve as a director or officer, and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that Indemnitee served as an officer or director, the Company shall purchase and maintain in effect for the benefit of Indemnitee such insurance providing (a) coverage at least comparable to that presently provided or (b) if such coverage is hereafter changed to provide any enhanced rights or benefits, the same coverage provided to the most favorably insured of the Company’s directors or officers; provided, however, if, the then Board of Directors determines in good faith that, either (x) the premium cost for such insurance is substantially disproportionate to the amount of coverage, or (y) the coverage provided by such insurance is so limited by exclusions that there is insufficient benefit from such insurance, then and in that event, the Company shall not be required to maintain such insurance; provided further, however, that if, after a Change in Control, the Board of Directors determines that the Company shall not be required to maintain such insurance, the Company shall be required to purchase a “tail” policy which (i) has an effective term of six (6) years from a Change in Control, (ii) covers Indemnitee for actions and omissions occurring on or prior to the date of the Change in Control, (iii) contains terms and conditions that are, in the aggregate, no less favorable to Indemnitee than those of the Indemnitee immediately prior to the Change in Control. The Company shall promptly notify Indemnitee of any good faith determination to reduce or not provide such coverage. (c) 11.3. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be reasonably necessary to secure such rights, including the execution of such documents reasonably necessary to enable the Company effectively to bring suit to enforce such rights.

Insurance and Subrogation. (a) To the extent the The Company or an Affiliate of the Company maintains an insurance shall use its reasonable best efforts to purchase and maintain a policy or policies of insurance 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 directors Indemnitee with coverage for any liability asserted against, and officers liability insuranceincurred by, Indemnitee shall be covered by such policy or policies in accordance with its or their terms and to the maximum extent of the coverage available for any Company or Affiliate director or officer. (b) The Company represents that it presently has in force and effect directors and officers liability insurance on Indemnitee’s behalf of Indemnitee against certain customary liabilities which may be asserted against or incurred by Indemnitee. The Company hereby agrees that, so long as Indemnitee shall continue to serve as a director or officer, and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that Indemnitee served is or was or has agreed to serve as an a director or officer 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 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. Notwithstanding the foregoing, the Company shall purchase and have no obligation to obtain or maintain in effect for the benefit of Indemnitee such insurance providing (a) coverage at least comparable to that presently provided or (b) if such coverage is hereafter changed to provide any enhanced rights or benefits, the same coverage provided to the most favorably insured of the Company’s directors or officers; provided, however, if, the then Board of Directors Company determines in good faith thatthat such insurance is not reasonably available, either (x) if the premium cost costs for such insurance is substantially are disproportionate to the amount of coveragethe coverage provided, or (y) if the coverage provided by such insurance is so limited by exclusions that there is exclusion so as to provide an insufficient benefit or if the Company otherwise determines in good faith that obtaining or maintaining such insurance is not in the best interests of the Company. If the Company has such insurance in effect at the time the Company receives from such insuranceIndemnitee any notice of the commencement of an action, then and in that eventsuit or proceeding, the Company shall not be required to maintain give prompt notice of the commencement of such insurance; provided furtheraction, however, that if, after a Change in Control, the Board of Directors determines that the Company shall not be required to maintain such insurance, the Company shall be required to purchase a “tail” policy which (i) has an effective term of six (6) years from a Change in Control, (ii) covers Indemnitee for actions and omissions occurring on suit or prior proceeding to the date of insurers in accordance with the Change in Control, (iii) contains terms and conditions that are, procedures set forth in the aggregate, no less favorable to Indemnitee than those of the Indemnitee immediately prior to the Change in Controlpolicy. The Company shall promptly notify Indemnitee thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of any good faith determination to reduce or not provide Indemnitee, all amounts payable as a result of such coverageproceeding in accordance with the terms of such policy. (cb) In Subject to Section 9(b), in the event of any payment by the Company under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who Indemnitee with respect to any insurance policy. Indemnitee shall execute all papers required and shall do everything that may be reasonably take all action necessary to secure such rights, including the execution of such documents reasonably as are necessary to enable the Company effectively to bring suit to enforce such rightsrights in accordance with the terms of such insurance policy. The Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) 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, penalities 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) To the extent the The Company or an Affiliate of the Company maintains an insurance shall use all reasonable efforts to purchase and maintain a policy or policies of insurance with reputable insurance companies with A.M. Best ratings of “A” or better, providing directors Indemnitee with coverage for any liability asserted against, and officers liability insuranceincurred by, Indemnitee shall be covered by such policy or policies in accordance with its or their terms and to the maximum extent of the coverage available for any Company or Affiliate director or officer. (b) The Company represents that it presently has in force and effect directors and officers liability insurance on Indemnitee’s behalf of Indemnitee against certain customary liabilities which may be asserted against or incurred by Indemnitee. The Company hereby agrees that, so long as Indemnitee shall continue to serve as a director or officer, and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that Indemnitee served is or was or has agreed to serve as an officer or a director, secretary, officer, employee or agent of the Company or the Indemnitor, or while serving as a director or officer of the Company or the Indemnitor, is or was serving or has agreed to serve at the request of the Company or Indemnitor as a director, secretary, officer, employee or agent (which, for purposes hereof, shall purchase 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 Indemnitor would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. Such insurance policies shall have coverage terms and maintain in effect for the benefit of Indemnitee such insurance providing (a) coverage policy limits at least comparable to that presently provided or (b) if such coverage is hereafter changed to provide any enhanced rights or benefits, the same coverage provided to the most favorably insured of the Company’s directors or officers; provided, however, if, the then Board of Directors determines in good faith that, either (x) the premium cost for such insurance is substantially disproportionate to the amount of coverage, or (y) the coverage provided by such insurance is so limited by exclusions that there is insufficient benefit from such insurance, then and in that event, the Company shall not be required to maintain such insurance; provided further, however, that if, after a Change in Control, the Board of Directors determines that the Company shall not be required to maintain such insurance, the Company shall be required to purchase a “tail” policy which (i) has an effective term of six (6) years from a Change in Control, (ii) covers Indemnitee for actions and omissions occurring on or prior to the date of the Change in Control, (iii) contains terms and conditions that are, in the aggregate, no less as favorable to Indemnitee than those as the insurance coverage provided in either case to any other director, secretary, officer, employee or agent of the Company or the Indemnitor. If the Company has such insurance in effect at the time the Indemnitor receives from Indemnitee immediately prior any notice of the commencement of an action, suit or proceeding, the Indemnitor shall give prompt notice of the commencement of such action, suit or proceeding to the Change insurers in Controlaccordance with the procedures set forth in the policy. The Company Indemnitor shall promptly notify Indemnitee thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of any good faith determination to reduce or not provide Indemnitee, all amounts payable as a result of such coverageproceeding in accordance with the terms of such policy. (cb) In the event of any payment by the Indemnitor under this Agreement, the Company Indemnitor shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who Indemnitee with respect to any insurance policy. Indemnitee shall execute all papers required and shall do everything that may be reasonably take all action necessary to secure such rights, including the execution of such documents reasonably as are necessary to enable the Company effectively Indemnitor to bring suit to enforce such rightsrights in accordance with the terms of such insurance policy. The Indemnitor shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) Subject to Section 9(b), the Indemnitor shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines and amounts paid in settlement, and ERISA excise taxes 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) To the extent the The Company or an Affiliate of the Company maintains an insurance shall purchase and maintain a policy or policies of insurance 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 directors Indemnitee with coverage for any liability asserted against, and officers liability insuranceincurred by, Indemnitee shall be covered by such policy or policies in accordance with its or their terms and to the maximum extent of the coverage available for any Company or Affiliate director or officer. (b) The Company represents that it presently has in force and effect directors and officers liability insurance on Indemnitee’s behalf of Indemnitee against certain customary liabilities which may be asserted against or incurred by Indemnitee. The Company hereby agrees that, so long as Indemnitee shall continue to serve as a director or officer, and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that Indemnitee served is or was or has agreed to serve as an 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 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 that are reasonable in scope and amount, as determined by the Company in its reasonable discretion. Notwithstanding the foregoing, the Company shall purchase and have no obligation to obtain or maintain in effect for the benefit of Indemnitee such insurance providing (a) coverage at least comparable to that presently provided or (b) if such coverage is hereafter changed to provide any enhanced rights or benefits, the same coverage provided to the most favorably insured of the Company’s directors or officers; provided, however, if, the then Board of Directors Company determines in good faith thatthat such insurance is not reasonably available, either (x) if the premium cost costs for such insurance is substantially are disproportionate to the amount of coveragethe coverage provided, or (y) if the coverage provided by such insurance is so limited by exclusions so as to provide an insufficient benefit, or if the Company otherwise determines in good faith that there obtaining or maintaining such insurance is insufficient benefit not in the best interests of the Company. At the time the Company receives from such insuranceIndemnitee any notice of the commencement of an action, then and in that eventsuit or proceeding, the Company shall not be required to maintain give prompt notice of the commencement of such insurance; provided furtheraction, however, that if, after a Change in Control, the Board of Directors determines that the Company shall not be required to maintain such insurance, the Company shall be required to purchase a “tail” policy which (i) has an effective term of six (6) years from a Change in Control, (ii) covers Indemnitee for actions and omissions occurring on suit or prior proceeding to the date of insurers in accordance with the Change in Control, (iii) contains terms and conditions that are, procedures set forth in the aggregate, no less favorable to Indemnitee than those of the Indemnitee immediately prior to the Change in Controlpolicy. The Company shall promptly notify Indemnitee thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of any good faith determination to reduce or not provide Indemnitee, all amounts payable as a result of such coverageproceeding in accordance with the terms of such policy. (cb) In the event of any payment by the Company under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who Indemnitee with respect to any insurance policy. Indemnitee shall execute all papers required and shall do everything that may be reasonably take all reasonable action necessary to secure such rights, including the execution of such documents reasonably as are necessary to enable the Company effectively to bring suit to enforce such rightsrights in accordance with the terms of such insurance policy. The Company shall pay or reimburse all expenses reasonably incurred by Indemnitee in connection with such subrogation. (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, fines and amounts paid in settlement, and ERISA excise taxes 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) To the extent the The Company or an Affiliate of the Company maintains an insurance shall use its reasonable best efforts to purchase and maintain a policy or policies of insurance with reputable insurance companies, providing directors Indemnitee with coverage for any liability asserted against, and officers liability insuranceincurred by, Indemnitee shall be covered by such policy or policies in accordance with its or their terms and to the maximum extent of the coverage available for any Company or Affiliate director or officer. (b) The Company represents that it presently has in force and effect directors and officers liability insurance on Indemnitee’s behalf of Indemnitee against certain customary liabilities which may be asserted against or incurred by Indemnitee. The Company hereby agrees that, so long as Indemnitee shall continue to serve as a director or officer, and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that Indemnitee served is or was or has agreed to serve as an officer a director of the Company, or while serving as a director 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 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 of the Company. Notwithstanding the foregoing, the Company shall purchase and have no obligation to obtain or maintain in effect for the benefit of Indemnitee such insurance providing (a) coverage at least comparable to that presently provided or (b) if such coverage is hereafter changed to provide any enhanced rights or benefits, the same coverage provided to the most favorably insured of the Company’s directors or officers; provided, however, if, the then Board of Directors Company determines in good faith thatthat such insurance is not reasonably available, either (x) if the premium cost costs for such insurance is substantially are disproportionate to the amount of coveragethe coverage provided, or (y) if the coverage provided by such insurance is so limited by exclusions that there is so as to provide an insufficient benefit or if the Company otherwise determines in good faith that obtaining or maintaining such insurance is not in the best interests of the Company. If the Company has such insurance in effect at the time the Company receives from such insuranceIndemnitee any notice of the commencement of an action, then and in that eventsuit or proceeding, the Company shall not be required to maintain give prompt notice of the commencement of such insurance; provided furtheraction, however, that if, after a Change in Control, the Board of Directors determines that the Company shall not be required to maintain such insurance, the Company shall be required to purchase a “tail” policy which (i) has an effective term of six (6) years from a Change in Control, (ii) covers Indemnitee for actions and omissions occurring on suit or prior proceeding to the date of insurers in accordance with the Change in Control, (iii) contains terms and conditions that are, procedures set forth in the aggregate, no less favorable to Indemnitee than those of the Indemnitee immediately prior to the Change in Controlpolicy. The Company shall promptly notify Indemnitee thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of any good faith determination to reduce or not provide Indemnitee, all amounts payable as a result of such coverageproceeding in accordance with the terms of such policy. (cb) In Subject to Section 9(b), in the event of any payment by the Company under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who Indemnitee with respect to any insurance policy. Indemnitee shall execute all papers required and shall do everything that may be reasonably take all action necessary to secure such rights, including the execution of such documents reasonably as are necessary to enable the Company effectively to bring suit to enforce such rightsrights in accordance with the terms of such insurance policy. The Company shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation. (c) 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 and amounts paid in settlement, and ERISA excise taxes 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) To The Company shall use its reasonable best efforts to purchase and maintain a policy or policies of insurance with reputable insurance companies providing the Indemnitee with coverage, to the fullest extent permitted by the Law and by the Articles, for all losses, liabilities and expenses incurred by the Indemnitee in relation to, or in connection with, the exercise of the Indemnitee’s duties and powers or otherwise in relation to, or in connection with, the holding of office by the Indemnitee as a director or an officer, employee or agent (which, for the purposes hereof, shall include a trustee, fiduciary, partner, manager or a similar capacity) of the Company and/or an associated company, whether or not the Company would have the power to indemnify the Indemnitee against such losses, liabilities and expenses under the provisions of this Agreement. Such insurance policies shall have coverage terms and policy limits at least as favorable to the Indemnitee as the insurance coverage provided to any other director or officer of the Company or an Affiliate the associated company (as the case may be). If the Company has such insurance in effect at the time the Company receives from the Indemnitee any notice of the commencement of an action, suit or proceeding, the Company maintains an insurance policy shall give prompt notice of the commencement of such action, suit or policies providing directors and officers liability insurance, Indemnitee shall be covered by such policy or policies proceeding to the insurers in accordance with its the procedures set forth in the relevant policy. The Company shall thereafter take all necessary or their terms and desirable action to the maximum extent cause such insurers to pay, on behalf of the coverage available for any Company Indemnitee, all amounts payable as a result of such action, suit or Affiliate director or officerproceeding in accordance with the terms of such policy. (b) The Company represents that it presently has in force and effect directors and officers liability insurance on behalf of Indemnitee against certain customary liabilities which may be asserted against or incurred by Indemnitee. The Company hereby agrees that, so long as Indemnitee shall continue to serve as a director or officer, and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that Indemnitee served as an officer or director, the Company shall purchase and maintain in effect for the benefit of Indemnitee such insurance providing (a) coverage at least comparable to that presently provided or (b) if such coverage is hereafter changed to provide any enhanced rights or benefits, the same coverage provided to the most favorably insured of the Company’s directors or officers; provided, however, if, the then Board of Directors determines in good faith that, either (x) the premium cost for such insurance is substantially disproportionate to the amount of coverage, or (y) the coverage provided by such insurance is so limited by exclusions that there is insufficient benefit from such insurance, then and in that event, the Company shall not be required to maintain such insurance; provided further, however, that if, after a Change in Control, the Board of Directors determines that the Company shall not be required to maintain such insurance, the Company shall be required to purchase a “tail” policy which (i) has an effective term of six (6) years from a Change in Control, (ii) covers Indemnitee for actions and omissions occurring on or prior to the date of the Change in Control, (iii) contains terms and conditions that are, in the aggregate, no less favorable to Indemnitee than those of the Indemnitee immediately prior to the Change in Control. The Company shall promptly notify Indemnitee of any good faith determination to reduce or not provide such coverage. (c) In the event that any payment or advancement of payment expenses is made by the Company under this Agreement, the Company shall be subrogated to the extent of such payment or advancement to all of the rights of recovery of Indemnitee, who the Indemnitee with respect to any insurance policy or other rights of recovery. The Indemnitee shall execute all papers required and shall do everything that may be reasonably take all action necessary to secure such rights, including the execution of such documents reasonably as are necessary to enable the Company effectively to bring suit to enforce such rightsrights in accordance with the terms of such insurance policy or other rights of recovery. The Company shall pay or reimburse all expenses actually and reasonably incurred by the Indemnitee in connection with such subrogation. (c) The Company shall not be liable under this Agreement to make any payment or advancement of amounts otherwise indemnifiable hereunder (including, but not limited to, judgments, fines and amounts paid in settlement, and any excise taxes or penalties under the Employee Retirement Income Security Act (“ERISA”)) if and to the extent that the Indemnitee has otherwise actually received such payment or advancement under this Agreement or any insurance policy, contract, agreement or otherwise.

Insurance and Subrogation. (a) To the extent the Company or an Affiliate of the Company maintains an insurance The Companies may purchase and maintain a policy or policies providing directors and officers liability of insurance, providing Indemnitee shall be covered by such policy or policies in accordance with its or their terms and to the maximum extent of the coverage available for any Company or Affiliate director or officer. (b) The Company represents that it presently has in force and effect directors and officers liability insurance on behalf of Indemnitee against certain customary liabilities which may be asserted against or incurred by Indemnitee. The Company hereby agrees that, so long as Indemnitee shall continue to serve as a director or officeragainst, and thereafter so long as incurred by, Indemnitee shall be subject to any possible claim or threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative, on Indemnitee’s behalf by reason of the fact that Indemnitee served is or was or has agreed to serve as an officer or a director, officer, employee or agent of Chiron, KCI, KCI USA, or LifeCell, or while serving as a director or officer of any of Chiron, KCI, KCI USA, 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 purchase and maintain 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 a Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement. If the Companies have such insurance in effect for at the benefit time the Companies receive from Indemnitee any notice of Indemnitee the commencement of an action, suit or proceeding, the Companies shall give prompt notice of the commencement of such insurance providing (a) coverage at least comparable action, suit or proceeding to that presently provided the insurers in accordance with the procedures set forth in the policy. The Companies 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 proceeding in accordance with the terms of such policy. (b) if such coverage is hereafter changed Subject to provide any enhanced rights or benefits, the same coverage provided to the most favorably insured of the Company’s directors or officers; provided, however, if, the then Board of Directors determines in good faith that, either (x) the premium cost for such insurance is substantially disproportionate to the amount of coverage, or (y) the coverage provided by such insurance is so limited by exclusions that there is insufficient benefit from such insurance, then and in that event, the Company shall not be required to maintain such insurance; provided further, however, that if, after a Change in Control, the Board of Directors determines that the Company shall not be required to maintain such insurance, the Company shall be required to purchase a “tail” policy which (i) has an effective term of six (6) years from a Change in Control, (ii) covers Indemnitee for actions and omissions occurring on or prior to the date of the Change in Control, (iii) contains terms and conditions that areSection 10(b), in the aggregate, no less favorable to Indemnitee than those of the Indemnitee immediately prior to the Change in Control. The Company shall promptly notify Indemnitee event of any good faith determination to reduce or not provide such coverage. (c) In payment by the event of payment Companies under this Agreement, the Company Companies shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who Indemnitee with respect to any insurance policy. Indemnitee shall execute all papers required and shall do everything that may be reasonably take all action necessary to secure such rights, including the execution of such documents reasonably as are necessary to enable the Company effectively Companies to bring suit to enforce such rightsrights in accordance with the terms of such insurance policy. The 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) 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, fines and amounts paid in settlement, and ERISA excise taxes 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.