Common use of Maintenance of D&O Insurance Clause in Contracts

Maintenance of D&O Insurance. (a) The Company hereby covenants and agrees with Indemnitee that, so long as Indemnitee shall continue to serve as a Director or an Officer of the Company and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal or investigative, by reason of the fact that Indemnitee was a Director or an Officer of the Company or any other entity which Indemnitee was serving at the request of the Company, the Company shall maintain in full force and effect (i) the directors’ and officers’ liability insurance issued by the insurer and having the policy amount and deductible as currently in effect with respect to directors and officers of the Company or any of its subsidiaries and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that currently provided under such existing policy (collectively, “D&O Insurance”). (b) In all policies of D&O Insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s directors or officers most favorably insured by such policy. (c) Notwithstanding anything to the contrary set forth in (a) above, the Company shall have no obligation to maintain D&O Insurance if the Company determines in good faith that such insurance is not reasonably available, the premium cost for such insurance is disproportionate to the amount of coverage provided or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit. (d) If the Company ceases to maintain D&O Insurance, the Company shall notify Indemnitee in writing of such cessation within three (3) calendar days of the earlier of (i) the date the Company determines to cease D&O Insurance or (ii) the date D&O Insurance ceases.

Maintenance of D&O Insurance. (a) The Company Company, LCS and the Subsidiaries, as applicable, hereby covenants covenant and agrees agree with Indemnitee that, so long as Indemnitee shall continue to serve as a Director or an Officer of the Company and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal or investigative, by reason of the fact that Indemnitee was a Director or an Officer of the Company or any other entity which Indemnitee was serving at the request of the Company, LCS or a Subsidiary, the Company Company, LCS or a Subsidiary shall maintain in full force and effect (i) the directors’ ' and officers’ ' liability insurance issued by the insurer and having the policy amount and deductible as currently in effect with respect to directors and officers of the Company Company, LCS or any of its subsidiaries the Subsidiaries and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that currently provided under such existing policy (collectively, “"D&O Insurance”"). (b) In all policies of D&O Insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s 's directors or officers most favorably insured by such policy. (c) Notwithstanding anything to the contrary set forth in (a) above, the Company Company, LCS and the Subsidiaries shall have no obligation to maintain D&O Insurance if the Company determines in good faith that such insurance is not reasonably available, the premium cost for such insurance is disproportionate to the amount of coverage provided or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit. (d) If the Company ceases to maintain D&O Insurance, the Company shall notify Indemnitee in writing of such cessation within three (3) calendar days of the earlier of (i) the date the Company determines to cease D&O Insurance or (ii) the date D&O Insurance ceases.

Maintenance of D&O Insurance. (a) The Company hereby covenants and agrees with Indemnitee that, so long as Indemnitee shall continue to serve as a Director or an Officer of the Company and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal or investigative, by reason of the fact represents that Indemnitee was a Director or an Officer of the Company or any other entity which Indemnitee was serving at the request of the Company, the Company shall maintain it presently has in full force and effect (i) the directors’ and officers’ liability insurance issued by covering the insurer and having the policy amount and deductible as currently in effect with respect to directors and officers of the Company or any of its subsidiaries and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that currently provided under such existing policy (collectively, “D&O Insurance”) as set forth on Annex A hereto (the “Insurance Policies”). (b) The Company shall, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company with D&O Insurance. Among other considerations, the Company will weigh the costs of obtaining such D&O Insurance coverage against the protection afforded by such coverage. All decisions as to whether and to what extent the Company maintains D&O Insurance shall be made by the Board in its sole and absolute discretion. (c) In all policies of D&O Insurance, the Indemnitee shall be named covered as an insured in such a manner as to provide the Indemnitee with the same rights and benefits, subject to the same limitations, benefits as are accorded to the Company’s directors or officers most favorably insured by such policyof the Company’s directors, if the Indemnitee is a director; or as are accorded to the most favorably insured of the Company’s officers, if the Indemnitee is not a director of the Company but is an officer. (cd) Notwithstanding anything to the contrary set forth foregoing, except as provided in (aSection 12(b) aboveand as provided below in Section 12(f) in the event of a Change in Control, the Company shall have no obligation pursuant to this Agreement to obtain or maintain D&O Insurance if the Company determines in good faith coverage at least comparable to that such insurance is not reasonably available, the premium cost for such insurance is disproportionate to the amount of coverage provided or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefitthe Insurance Policies. (de) If the Company ceases Promptly after (i) learning of facts and circumstances which may give rise to maintain D&O Insurancea Proceeding, the Company shall notify Indemnitee in writing its D&O Insurance carriers, if such notice is required by the applicable insurance policies, and any other insurance carrier providing applicable insurance coverage to the Company, of such cessation within three facts and circumstances, or (3ii) calendar days receiving notice of a Proceeding, whether from the earlier Indemnitee, or otherwise, the Company shall give prompt notice to its D&O Insurance carriers, and any other insurance carriers providing applicable insurance coverage to the Company, in the case of (i) and (ii), in accordance with the date requirements of the respective insurance policies. The Company shall, thereafter, take all necessary or appropriate action to cause such insurance carriers to pay, on behalf of the Indemnitee, all Expenses incurred or to be incurred, and liability incurred, by the Indemnitee with respect to such Proceeding, in accordance with the terms of the applicable insurance policies. (f) At or prior to any Change in Control, the Company determines shall obtain a prepaid, fully-earned and non-cancellable “tail” directors’ and officers’ liability insurance policy in respect of acts or omissions occurring at or prior to cease the Change in Control with a claims period of six (6) years from the Change in Control, covering the Indemnitee, to the extent that the Indemnitee is covered by D&O Insurance or (ii) immediately prior to the date Change in Control, with the coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers of the Company and its subsidiaries than those of the D&O Insurance ceasesin effect immediately prior to such Change in Control; provided, however, that the aggregate premium therefor is not in excess of 200% of the annual premium then paid by the Company for coverage for its then current policy year for such insurance, and if the premium therefor would be in excess of such amount, the Company shall purchase such “tail” policy with the greatest coverage available as to matters occurring prior to the Change in Control as is available for a cost not exceeding that premium amount. Any such tail policy may not be amended, modified, cancelled or revoked after the Change in Control by the Company or any successor thereto in any manner that is adverse to the Indemnitee.

Maintenance of D&O Insurance. (a) 13.1 The Company hereby covenants Corporation shall, from time to time, make the good faith determination whether or not it is practicable for the Corporation to obtain and agrees maintain a policy or policies of insurance with Indemnitee that, so long as Indemnitee shall continue to serve as a Director or an Officer reputable insurance companies providing the officers and directors of the Company and thereafter so long as Indemnitee shall be subject Corporation with coverage for losses from wrongful acts, or to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal or investigative, by reason ensure the Corporation’s performance of the fact that Indemnitee was a Director or an Officer of the Company or any its indemnification obligations under this Agreement. Among other entity which Indemnitee was serving at the request of the Companyconsiderations, the Company shall maintain in full force and effect (i) Corporation will weigh the directors’ and officers’ liability costs of obtaining such insurance issued coverage against the protection afforded by the insurer and having the policy amount and deductible as currently in effect with respect to directors and officers of the Company or any of its subsidiaries and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that currently provided under such existing policy (collectively, “D&O Insurance”). (b) coverage. In all policies of D&O Insurance, The Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits, subject to the same limitations, benefits as are accorded to the Company’s directors or officers most favorably insured by such policyof the Corporation’s directors, if the Indemnitee is a director; or of the Corporation’s officers, if the Indemnitee is not a director of the Corporation but is an officer; or of the Corporation’s key employees, if the Indemnitee is not an officer or director but is a key employee. (c) 13.2 Notwithstanding anything to the contrary set forth in (a) aboveforegoing, the Company Corporation shall have no obligation to obtain or maintain D&O Insurance coverage if the Company determines in good faith that such insurance said D&O Insurance is not reasonably available, if, in the reasonable business judgment of a majority of the members of the Board, the premium cost costs for such insurance is D&O Insurance are substantially disproportionate to the amount of coverage provided or provided, if the coverage provided by such insurance D&O Insurance is limited by exclusions so as to provide an insufficient benefit, or if the Indemnitee is covered by similar insurance maintained by a parent or subsidiary of the Corporation. All decisions as to whether and to what extent the Corporation maintains D&O Insurance shall be made by the Board in its sole and absolute discretion. In making any determination to eliminate or reduce coverage, the Board shall seek the advice of independent legal counsel or other advisors experienced in the review and analysis of D&O Insurance coverage. (d) If the Company ceases to maintain D&O Insurance, the Company shall notify Indemnitee in writing of such cessation within three (3) calendar days of the earlier of 13.3 Promptly after (i) learning of facts and circumstances which may give rise to a Proceeding, the date the Company determines to cease Corporation shall notify its D&O Insurance carriers, if such notice is required by the applicable insurance policies, and any other insurance carrier providing applicable insurance coverage to the Corporation, of such facts and circumstances, or (ii) receiving notice of a Proceeding, whether from the date Indemnitee, or otherwise, the Corporation shall give prompt notice to its D&O Insurance ceasescarriers, and any other insurance carriers providing applicable insurance coverage to the Corporation, in accordance with the requirements of the respective insurance policies. The Corporation shall, thereafter, take all appropriate action to cause such insurance carriers to pay on behalf of the Indemnitee, all Losses incurred or to be incurred, and liability incurred, by the Indemnitee with respect to such Proceeding, in accordance with the terms of the applicable insurance policies.

Maintenance of D&O Insurance. (a) The Company and the Subsidiary each hereby covenants and agrees with Indemnitee that, so long as Indemnitee shall continue to serve as a Director or an Officer or Director of the Company and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal or investigative, by reason of the fact that Indemnitee was a Director or an Officer or Director of the Company or any other entity which Indemnitee was serving at the request of the CompanyCompany or the Subsidiary, the Company and the Subsidiary shall maintain in full force and effect (i) the directors’ ' and officers’ ' liability insurance issued by the insurer and having the policy amount and deductible as currently in effect with respect to directors and officers of the Company or any of its subsidiaries and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that currently provided under such existing policy (collectively, “"D&O Insurance”"). (b) In all policies of D&O Insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s 's directors or officers most favorably insured by such policy. (c) Notwithstanding anything to the contrary set forth in (a) above, the Company and the Subsidiary shall have no obligation to maintain D&O Insurance if the Company determines and the Subsidiary determine in good faith that such insurance is not reasonably available, the premium cost for such insurance is disproportionate to the amount of coverage provided or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit. (d) If the Company ceases to maintain D&O Insurance, the Company shall notify Indemnitee in writing of such cessation within three (3) calendar days of the earlier of (i) the date the Company determines to cease D&O Insurance or (ii) the date D&O Insurance ceases.

Maintenance of D&O Insurance. (a) The Company and the Subsidiary each hereby covenants and agrees with Indemnitee that, so long as Indemnitee shall continue to serve as a Director or an Officer or Director of the Company and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal or investigative, by reason of the fact that Indemnitee was a Director or an Officer or Director of the Company or any other entity which Indemnitee was serving at the request of the CompanyCompany or the Subsidiary, the Company and the Subsidiary shall maintain in full force and effect (i) the directors’ and officers’ liability insurance issued by the insurer and having the policy amount and deductible as currently in effect with respect to directors and officers of the Company or any of its subsidiaries and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that currently provided under such existing policy (collectively, “D&O Insurance”). (b) In all policies of D&O Insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s directors or officers most favorably insured by such policy. (c) Notwithstanding anything to the contrary set forth in (a) above, the Company and the Subsidiary shall have no obligation to maintain D&O Insurance if the Company determines and the Subsidiary determine in good faith that such insurance is not reasonably available, the premium cost for such insurance is disproportionate to the amount of coverage provided or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit. (d) If the Company ceases to maintain D&O Insurance, the Company shall notify Indemnitee in writing of such cessation within three (3) calendar days of the earlier of (i) the date the Company determines to cease D&O Insurance or (ii) the date D&O Insurance ceases.

Maintenance of D&O Insurance. a. Subject to Section 5(c) below, during the period (athe “Coverage Period”) The Company hereby covenants beginning as soon as practicable following the date of this Agreement and agrees with ending not less than six (6) years following the time Indemnitee that, so long is no longer serving as Indemnitee shall continue to serve as either a Director director or an Officer of the Company and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal or investigative, by reason of the fact that Indemnitee was a Director or an Officer officer of the Company or any other entity which Related Company, or, if later, such time as Indemnitee was serving at the request of the Companyshall no longer be reasonably subject to any possible Proceeding, the Company shall maintain in full force and effect (i) the a directors’ and officers’ liability insurance issued by the insurer policy (“D&O Insurance”) in full force and having the policy amount and deductible as currently in effect with respect to directors and officers of the Company or any of its subsidiaries and (ii) any replacement or substitute policies issued by one or more reputable insurers effect, providing in all respects coverage at least comparable to and in the same amount similar amounts as that currently provided under such existing policy (collectively, “D&O Insurance”)obtained by other comparable companies. (b) In b. Under all policies of D&O Insurance, Indemnitee shall during the Coverage Period be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s directors or officers most favorably insured by such the policy. (c) Notwithstanding anything to the contrary set forth in (a) above, the c. The Company shall have no obligation to obtain or maintain D&O Insurance if the Company Board determines in good faith that such insurance is not reasonably available, the premium cost costs for such insurance is are disproportionate to the amount of coverage provided provided, or the coverage provided by such insurance is so limited by exclusions so as to provide an insufficient benefit. (d) If d. It is the Company ceases to maintain intention of the parties in entering into this Agreement that the insurers under the D&O Insurance, if any, shall be obligated ultimately to pay any claims by Indemnitee which are covered by D&O Insurance, and nothing herein shall be deemed to diminish or otherwise restrict the Company shall notify Indemnitee in writing of such cessation within three (3) calendar days of the earlier of (i) the date the Company determines Company’s or Indemnitee’s right to cease proceed or collect against any insurers under D&O Insurance or (ii) to give such insurers any rights against the date D&O Insurance ceasesCompany or Indemnitee under or with respect to this Agreement, including but not limited to any right to be subrogated to the Company’s or Indemnitee’s rights hereunder, unless otherwise expressly agreed to by the Company and Indemnitee in writing. The obligation of such insurers to the Company and Indemnitee shall not be deemed reduced or impaired in any respect by virtue of the provisions of this Agreement.

Maintenance of D&O Insurance. (a) The Company hereby covenants Subject to Section 5(c) below, during the period (the “Coverage Period”) beginning on the date of this Agreement and agrees with ending at the later of six (6) years following the time Indemnitee that, so long is no longer serving as Indemnitee shall continue to serve as either a Director director or an Officer officer of the Company and thereafter so long as Indemnitee shall be subject to any possible claim and/or one or threatened, pending or completed Proceeding, whether civil, criminal or investigative, by reason of the fact that Indemnitee was a Director or an Officer of the Company more subsidiaries or any other entity Related Company, or at the end of such longer period during which Indemnitee was serving at the request believes that a reasonable possibility of exposure to a Proceeding or Damages persists (which extended period must be consented to by the Company, such consent not to be unreasonably withheld), the Company shall maintain in full force and effect (i) the a directors’ and officers’ liability insurance issued by the insurer policy in full force and having the effect or shall have purchased or otherwise provided for a run-off or tail policy amount and deductible as currently in effect with respect or endorsement to directors and officers of the Company or any of its subsidiaries and such existing policy (ii) any replacement or substitute policies issued by one or more reputable insurers “D&O Insurance”), providing in all respects coverage at least comparable to and in the same amount similar amounts, and with similar exclusions, as that currently provided under such existing policy obtained by other similarly situated companies as determined in good faith by any of the parties referenced in Section 1(f)(iii)(a) through (collectively, “D&O Insurance”c). (b) In Under all policies of D&O Insurance, Indemnitee shall during the Coverage Period be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s directors or officers most favorably insured by such policy, and each insurer under a policy of D&O Insurance shall be required to provide Indemnitee written notice at least thirty (30) days prior to the effective date of termination of the policy. (c) Notwithstanding anything to the contrary set forth in (a) above, the The Company shall have no obligation to obtain or maintain D&O Insurance if to the Company determines in good faith extent that such insurance is not reasonably available, the premium cost costs for such insurance is are disproportionate to the amount of coverage provided provided, or the coverage provided by such insurance is so limited by exclusions so as to provide an insufficient benefit, such determination to be made by any of the parties referenced in Section 1(f)(iii)(a) through (c). (d) If It is the intention of the parties in entering into this Agreement that the insurers under the D&O Insurance, if any, shall be obligated ultimately to pay any claims by Indemnitee which are covered by D&O Insurance, and nothing herein shall be deemed to diminish or otherwise restrict the Company’s or Indemnitee’s right to proceed or collect against any insurers under D&O Insurance or to give such insurers any rights against the Company ceases or Indemnitee under or with respect to maintain this Agreement, including but not limited to any right to be subrogated to the Company’s or Indemnitee’s rights hereunder, unless otherwise expressly agreed to by the Company and Indemnitee in writing. The obligation of such insurers to the Company and Indemnitee shall not be deemed reduced or impaired in any respect by virtue of the provisions of this Agreement. (e) No indemnification pursuant to this Agreement shall be provided by the Company for Damages or Expense Advances that have been paid directly to Indemnitee by an insurance carrier under a policy of D&O InsuranceInsurance or other insurance maintained by the Company. (f) In the event of payment under this Agreement, the Company shall notify Indemnitee in writing be subrogated to the extent of such cessation within three (3) calendar days payment to all of the earlier rights of Indemnitee to recover the same amounts from any insurer or other third person (i) the date other than another person with indemnification rights against the Company determines substantially similar those of Indemnitee under this Agreement). Indemnitee shall execute all documents required and take all acts necessary to cease D&O Insurance or (ii) secure such rights and enable the date D&O Insurance ceasesCompany effectively to bring suit to enforce such rights.

Maintenance of D&O Insurance. a. Subject to Section 5(c) below, during the period (athe “Coverage Period”) The Company hereby covenants beginning on the date of this Agreement and agrees with ending at the later of (i) six (6) years following the time Indemnitee that, so long as Indemnitee shall continue to serve is no longer serving as a Director director, officer, member of a board committee, employee or an Officer agent of the Company and thereafter so long as Indemnitee shall be subject to any possible claim and/or one or threatened, pending or completed Proceeding, whether civil, criminal or investigative, by reason of the fact that Indemnitee was a Director or an Officer of the Company more subsidiaries or any other entity Related Company, or (ii) at the end of such longer period during which Indemnitee was serving at the request believes that a reasonable possibility of exposure to a Proceeding or Damages persists (which extended period must be consented to by the Company, such consent not to be unreasonably withheld), the Company shall maintain in full force and effect (i) the a directors’ and officers’ liability insurance issued by the insurer policy in full force and having the effect or shall have purchased or otherwise provided for a run-off or tail policy amount and deductible as currently in effect with respect or endorsement to directors and officers of the Company or any of its subsidiaries and such existing policy (ii) any replacement or substitute policies issued by one or more reputable insurers “D&O Insurance”), providing in all respects coverage at least comparable to and in the same amount similar amounts, and with similar exclusions, as that currently provided under such existing policy obtained by other similarly situated companies as determined in good faith by any of the parties referenced in Section 1(f)(iii)(a) through (collectively, “D&O Insurance”c). (b) In b. Under all policies of D&O Insurance, Indemnitee shall during the Coverage Period be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s directors or officers most favorably insured by such policy, and each insurer under a policy of D&O Insurance shall be required to provide Indemnitee written notice at least thirty (30) days prior to the effective date of termination of the policy. (c) Notwithstanding anything to c. Unless otherwise expressly provided in a written agreement between the contrary set forth in (a) aboveCompany and Indemnitee, the Company shall have no obligation to obtain or maintain D&O Insurance if to the Company determines in good faith extent that such insurance is not reasonably available, the premium cost costs for such insurance is are disproportionate to the amount of coverage provided provided, or the coverage provided by such insurance is so limited by exclusions so as to provide an insufficient benefit, such determination to be made by any of the parties referenced in Section 1(f)(iii)(a) through (c). (d) If d. It is the intention of the parties in entering into this Agreement that the insurers under the D&O Insurance, if any, shall be obligated ultimately to pay any claims by Indemnitee which are covered by D&O Insurance, and nothing herein shall be deemed to diminish or otherwise restrict the Company’s or Indemnitee’s right to proceed or collect against any insurers under D&O Insurance or to give such insurers any rights against the Company ceases or Indemnitee under or with respect to maintain D&O Insurancethis Agreement, including but not limited to any right to be subrogated to the Company’s or Indemnitee’s rights hereunder, unless otherwise expressly agreed to by the Company and Indemnitee in writing. The obligation of such insurers to the Company and Indemnitee shall not be deemed reduced or impaired in any respect by virtue of the provisions of this Agreement. e. Subject to Section 7, the Company shall notify not provide indemnification pursuant to this Agreement for Damages or Expense Advances that have been paid directly to Indemnitee in writing by an insurance carrier under a policy of such cessation within three (3) calendar days of the earlier of (i) the date the Company determines to cease D&O Insurance or other insurance maintained by the Company. f. Subject to Section 7, 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 Indemnitee to recover the same amounts from any insurer or other third person (ii) other than another person with indemnification rights against the date D&O Insurance ceasesCompany substantially similar those of Indemnitee under this Agreement). Indemnitee shall execute all documents required and take all acts necessary to secure such rights and enable the Company effectively to bring suit to enforce such rights.

Maintenance of D&O Insurance. a. Subject to Section 5(c) below, during the period (athe “Coverage Period”) The Company hereby covenants beginning on the date of this Agreement and agrees with ending at the later of (i) six (6) years following the time Indemnitee that, so long as Indemnitee shall continue to serve is no longer serving as a Director director, officer, member of a board committee, employee or an Officer agent of the Company and thereafter so long as Indemnitee shall be subject to any possible claim and/or one or threatened, pending or completed Proceeding, whether civil, criminal or investigative, by reason of the fact that Indemnitee was a Director or an Officer of the Company more subsidiaries or any other entity Related Company, or (ii) at the end of such longer period during which Indemnitee was serving at the request believes that a reasonable possibility of exposure to a Proceeding or Damages persists (which extended period must be consented to by the Company, such consent not to be unreasonably withheld), the Company shall maintain in full force and effect (i) the a directors’ and officers’ liability insurance issued by the insurer policy in full force and having the effect or shall have purchased or otherwise provided for a run-off or tail policy amount and deductible as currently in effect with respect or endorsement to directors and officers of the Company or any of its subsidiaries and such existing policy (ii) any replacement or substitute policies issued by one or more reputable insurers “D&O Insurance”), providing in all respects coverage at least comparable to and in the same amount similar amounts, and with similar exclusions, as that currently provided under such existing policy obtained by other similarly situated companies as determined in good faith by any of the parties referenced in Section 1(f)(iii)(A) through (collectivelyC); provided, “D&O Insurance”)however, that nothing herein shall be interpreted to require the Company to obtain coverage for legal malpractice. (b) In b. Under all policies of D&O Insurance, Indemnitee shall during the Coverage Period be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s directors or officers most favorably insured by such policy, and each insurer under a policy of D&O Insurance shall be required to provide Indemnitee written notice at least thirty (30) days prior to the effective date of termination of the policy. (c) Notwithstanding anything to c. Unless otherwise expressly provided in a written agreement between the contrary set forth in (a) aboveCompany and Indemnitee, the Company shall have no obligation to obtain or maintain D&O Insurance if to the Company determines in good faith extent that such insurance is not reasonably available, the premium cost costs for such insurance is are disproportionate to the amount of coverage provided provided, or the coverage provided by such insurance is so limited by exclusions so as to provide an insufficient benefit, such determination to be made by any of the parties referenced in Section 1(f)(iii)(A) through (C). (d) If d. It is the intention of the parties in entering into this Agreement that the insurers under the D&O Insurance, if any, shall be obligated ultimately to pay any claims by Indemnitee which are covered by D&O Insurance, and nothing herein shall be deemed to diminish or otherwise restrict the Company’s or Indemnitee’s right to proceed or collect against any insurers under D&O Insurance or to give such insurers any rights against the Company ceases or Indemnitee under or with respect to maintain this Agreement, including but not limited to any right to be subrogated to the Company’s or Indemnitee’s rights hereunder, unless otherwise expressly agreed to by the Company and Indemnitee in writing. The obligation of such insurers to the Company and Indemnitee shall not be deemed reduced or impaired in any respect by virtue of the provisions of this Agreement. e. Subject to Section 7, no indemnification pursuant to this Agreement shall be provided by the Company for Damages or Expense Advances that have been paid directly to Indemnitee by an insurance carrier under a policy of D&O InsuranceInsurance or other insurance maintained by the Company. f. Subject to Section 7, in the event of payment under this Agreement, the Company shall notify Indemnitee in writing be subrogated to the extent of such cessation within three (3) calendar days payment to all of the earlier rights of Indemnitee to recover the same amounts from any insurer or other third person (i) the date other than another person with indemnification rights against the Company determines substantially similar those of Indemnitee under this Agreement). Indemnitee shall execute all documents required and take all acts necessary to cease D&O Insurance or (ii) secure such rights and enable the date D&O Insurance ceasesCompany effectively to bring suit to enforce such rights.

Maintenance of D&O Insurance. a. Subject to Section 5(c) below, during the period (athe “Coverage Period”) The Company hereby covenants beginning on the date of this Agreement and agrees with ending at the later of (i) six (6) years following the time Indemnitee that, so long is no longer serving as Indemnitee shall continue to serve as either a Director director or an Officer officer of the Company and thereafter so long as Indemnitee shall be subject to any possible claim and/or one or threatened, pending or completed Proceeding, whether civil, criminal or investigative, by reason of the fact that Indemnitee was a Director or an Officer of the Company more subsidiaries or any other entity Related Company, or (ii) at the end of such longer period during which Indemnitee was serving at the request believes that a reasonable possibility of exposure to a Proceeding or Damages persists (which extended period must be consented to by the Company, such consent not to be unreasonably withheld), the Company shall maintain in full force and effect (i) the a directors’ and officers’ liability insurance issued by the insurer policy in full force and having the effect or shall have purchased or otherwise provided for a run-off or tail policy amount and deductible as currently in effect with respect or endorsement to directors and officers of the Company or any of its subsidiaries and such existing policy (ii) any replacement or substitute policies issued by one or more reputable insurers “D&O Insurance”), providing in all respects coverage at least comparable to and in the same amount similar amounts, and with similar exclusions, as that currently provided under such existing policy obtained by other similarly situated companies as determined in good faith by any of the parties referenced in Section 1(f)(iii)(a) through (collectively, “D&O Insurance”c). (b) In b. Under all policies of D&O Insurance, Indemnitee shall during the Coverage Period be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s directors or officers most favorably insured by such policy, and each insurer under a policy of D&O Insurance shall be required to provide Indemnitee written notice at least thirty (30) days prior to the effective date of termination of the policy. (c) Notwithstanding anything to the contrary set forth in (a) above, the c. The Company shall have no obligation to obtain or maintain D&O Insurance if to the Company determines in good faith extent that such insurance is not reasonably available, the premium cost costs for such insurance is are disproportionate to the amount of coverage provided provided, or the coverage provided by such insurance is so limited by exclusions so as to provide an insufficient benefit, such determination to be made by any of the parties referenced in Section 1(f)(iii)(a) through (c). (d) If d. It is the intention of the parties in entering into this Agreement that the insurers under the D&O Insurance, if any, shall be obligated ultimately to pay any claims by Indemnitee which are covered by D&O Insurance, and nothing herein shall be deemed to diminish or otherwise restrict the Company’s or Indemnitee’s right to proceed or collect against any insurers under D&O Insurance or to give such insurers any rights against the Company ceases or Indemnitee under or with respect to maintain this Agreement, including but not limited to any right to be subrogated to the Company’s or Indemnitee’s rights hereunder, unless otherwise expressly agreed to by the Company and Indemnitee in writing. The obligation of such insurers to the Company and Indemnitee shall not be deemed reduced or impaired in any respect by virtue of the provisions of this Agreement. e. No indemnification pursuant to this Agreement shall be provided by the Company for Damages or Expense Advances that have been paid directly to Indemnitee by an insurance carrier under a policy of D&O InsuranceInsurance or other insurance maintained by the Company. f. In the event of payment under this Agreement, the Company shall notify Indemnitee in writing be subrogated to the extent of such cessation within three (3) calendar days payment to all of the earlier rights of Indemnitee to recover the same amounts from any insurer or other third person (i) the date other than another person with indemnification rights against the Company determines substantially similar those of Indemnitee under this Agreement). Indemnitee shall execute all documents required and take all acts necessary to cease D&O Insurance or (ii) secure such rights and enable the date D&O Insurance ceasesCompany effectively to bring suit to enforce such rights.

Maintenance of D&O Insurance. (a) The Company hereby covenants currently maintains directors’ and agrees officers’ liability insurance with Indemnitee that, so a limit of coverage in excess of $70,000,000 (the “D&O Policies”). a. So long as the Indemnitee shall continue to serve as a Director or an Officer of the Company in any capacity described in Section 2 and thereafter so long as the Indemnitee shall be subject to any possible claim action, suit or threatened, pending or completed Proceeding, whether civil, criminal or investigative, proceeding by reason of the fact that the Indemnitee was a Director or an Officer served in any of the Company or any other entity which Indemnitee was serving at the request of the Companysaid capacities, the Company shall will purchase and maintain in full force effect for the benefit of the Indemnitee one or more valid, binding and effect (i) the enforceable policies of directors’ and officers’ liability insurance issued by the insurer and having the policy amount and deductible as currently in effect with respect to directors and officers of the Company or any of its subsidiaries and (ii) any replacement or substitute policies issued by one or more reputable insurers providing providing, in all respects respects, coverage and amounts at least comparable to and in that provided pursuant to the same amount as that currently provided under such existing policy (collectively, “D&O Insurance”)Policies. (b) In all policies of D&O Insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s directors or officers most favorably insured by such policy. (c) b. Notwithstanding anything to the contrary set forth in (a) aboveSection 3(a), the Company shall have no obligation not be required to maintain D&O Insurance directors’ and officers’ liability insurance in effect for all of its directors and officers if the Company determines in good faith that such insurance is not reasonably availableavailable or if, in the reasonable business judgment of the Board of Directors of the Company (the “Board”) as it may exist from time to time, either (i) the premium cost for such insurance is substantially disproportionate to the amount of coverage provided or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit. (d) If the Company ceases to maintain D&O Insurance, the Company shall notify Indemnitee in writing of such cessation within three (3) calendar days of the earlier of (i) the date the Company determines to cease D&O Insurance or (ii) the date coverage is so limited by exclusions that there is insufficient benefit provided by such insurance. c. If the Company, acting under Section 3(b), does not purchase and maintain in effect directors’ and officers’ liability insurance, the Company shall (without limitation to its obligations under Section 1) indemnify and hold harmless the Indemnitee to the full extent of the coverage which would otherwise have been provided by the D&O Insurance ceasesPolicies. d. The Company shall pay all Expenses incurred by the Indemnitee in connection with any action, suit or proceeding to enforce the Indemnitee’s rights under the D&O Policies.

Maintenance of D&O Insurance. (a) The Company hereby covenants Corporation represents that it presently has in force and effect D&O Insurance coverage under the policies with the insurance carriers, and in the amounts set forth on Attachment A (the "Insurance Policies"). (b) Subject only to the provisions of Section 6(c) hereof, the Corporation agrees with Indemnitee that, so long as Indemnitee shall continue to serve as a Director or in an Officer of the Company Official Capacity, and thereafter thereafter, for so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal or investigative, Proceeding by reason of the fact that Indemnitee was a Director of, or an Officer of the Company or in any other entity which Indemnitee was serving at the request of the Companyway related to, Indemnitee's Official Capacity, the Company shall Corporation will purchase and maintain in full force and effect (i) for the directors’ and officers’ liability insurance issued by the insurer and having the policy amount and deductible as currently in effect with respect to directors and officers benefit of the Company or any of its subsidiaries and (ii) any replacement or substitute policies issued by Indemnitee one or more reputable insurers providing valid, binding and enforceable policies of D&O Insurance providing, in all respects respects, coverage at least comparable to that presently provided pursuant to the Insurance Policies. All decisions as to whether and in to what extent the same amount as that currently provided under such existing policy (collectively, “Corporation maintains D&O Insurance”). (b) In all policies of D&O Insurance, Indemnitee Insurance shall be named as an insured in such a manner as to provide Indemnitee made by the same rights and benefits, subject to Board of Directors of the same limitations, as are accorded to the Company’s directors or officers most favorably insured by such policyCorporation. (c) Notwithstanding anything to the contrary set forth in (a) above, the Company The Corporation shall have no obligation not be required to maintain D&O Insurance coverage at least comparable to that provided by the Insurance Policies if the Company determines in good faith that such insurance (i) said Insurance is not reasonably available, or (ii) in the reasonable business judgment of a two-thirds majority of the directors of the Corporation, the premium cost for such insurance is substantially disproportionate to the amount benefits of coverage provided such coverage. In making any determination to eliminate or reduce coverage, the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefitBoard of Directors shall seek the advice of independent legal counsel or other advisors experienced in the review and analysis of D&O Insurance coverage. (d) If the Company ceases to maintain D&O Insurance, the Company shall notify Indemnitee in writing of such cessation within three (3) calendar days of the earlier of Promptly after (i) learning of facts and circumstances which may give rise to a Proceeding, the date the Company determines to cease Corporation shall notify its D&O Insurance carriers, if such notice is required by the applicable insurance policies, and any other insurance carrier providing applicable insurance coverage to the Corporation, of such facts and circumstances, or (ii) receiving notice of a Proceeding, whether from Indemnitee, or otherwise, the date Corporation shall give prompt notice to its D&O Insurance ceasescarriers, and any other insurance carriers providing applicable insurance coverage to the Corporation, in accordance with the requirements of the respective insurance policies. The Corporation shall, thereafter, take all appropriate action to cause such insurance carriers to pay on behalf of Indemnitee, all Expenses incurred or to be incurred, and liability incurred, by Indemnitee with respect to such Proceeding, in accordance with the terms of the applicable insurance policies.

Maintenance of D&O Insurance. (a) The Company each hereby covenants and agrees with Indemnitee that, so long as Indemnitee shall continue to serve as a Director or an Officer or Director of the Company and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal or investigative, by reason of the fact that Indemnitee was a Director or an Officer or Director of the Company or any other entity which Indemnitee was serving at the request of the Company, the Company shall maintain in full force and effect effect (i) the directors’ ' and officers’ ' liability insurance issued by the insurer and having the policy amount and deductible as currently in effect with respect to directors and officers of the Company or any of its subsidiaries and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that currently provided under such existing policy (collectively, “"D&O Insurance”"). (b) In all policies of D&O Insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s 's directors or officers most favorably insured by such policy. (c) Notwithstanding anything to the contrary set forth in (a) above, the Company shall have no obligation to maintain D&O Insurance if the Company determines in good faith that such insurance is not reasonably available, the premium cost for such insurance is disproportionate to the amount of coverage provided or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit. (d) If the Company ceases to maintain D&O Insurance, the Company shall notify Indemnitee in writing of such cessation within three (3) calendar days of the earlier of (i) the date the Company determines to cease D&O Insurance or (ii) the date D&O Insurance ceases.

Maintenance of D&O Insurance. (a) The Company hereby covenants and agrees with Indemnitee that, so long as Indemnitee shall continue to serve as a Director or an Officer or Director of the Company and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal or investigative, by reason of the fact that Indemnitee was a Director or an Officer or Director of the Company or any other entity which Indemnitee was serving at the request of the Company, the Company shall maintain in full force and effect (i) the directors’ ' and officers’ ' liability insurance issued by the insurer and having the policy amount and deductible as currently in effect with respect to directors and officers of the Company or any of its subsidiaries and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that currently provided under such existing policy (collectively, “"D&O Insurance”"). (b) In all policies of D&O Insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s 's directors or officers most favorably insured by such policy. (c) Notwithstanding anything to the contrary set forth in (a) above, the Company shall have no obligation to maintain D&O Insurance if the Company determines in good faith that such insurance is not reasonably available, the premium cost for such insurance is disproportionate to the amount of coverage provided or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit. (d) If the Company ceases to maintain D&O Insurance, the Company shall notify Indemnitee in writing of such cessation within three (3) calendar days of the earlier of (i) the date the Company determines to cease D&O Insurance or (ii) the date D&O Insurance ceases.

Maintenance of D&O Insurance. (a) The Company hereby covenants and agrees with Indemnitee that, so long as Indemnitee shall continue to serve as a Director or an Officer of the Company and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal or investigative, by reason of the fact represents that Indemnitee was a Director or an Officer of the Company or any other entity which Indemnitee was serving at the request of the Company, the Company shall maintain it presently has in full force and effect (i) the directors’ and officers’ liability insurance issued by covering the insurer and having the policy amount and deductible as currently in effect with respect to directors and certain officers of the Company or any of its subsidiaries and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that currently provided under such existing policy (collectively, “D&O Insurance”) as set forth on Annex A hereto (the “Insurance Policies”). The Company further represents that the Indemnitee is covered as an insured under the Insurance Policies. (b) The Company shall, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing D&O Insurance. Among other considerations, the Company will weigh the costs of obtaining such D&O Insurance coverage against the protection afforded by such coverage. All decisions as to whether and to what extent the Company maintains D&O Insurance shall be made by the Board of Directors in its sole and absolute discretion. (c) In all policies of D&O Insurance, the Indemnitee shall shall, at all times, be named covered as an insured in such a manner as to provide the Indemnitee with the same rights and benefits, subject to the same limitations, benefits as are accorded to the Company’s directors or officers most favorably insured by such policyof the Company’s directors, if the Indemnitee is a director; or as are accorded to the most favorably insured of the Company’s officers, if the Indemnitee is not a director of the Company but is an officer. (cd) Notwithstanding anything to the contrary set forth foregoing, except as provided in (aSection 12(b) aboveand as provided below in Section 12(f) in the event of a Change in Control, the Company shall have no obligation pursuant to this Agreement to obtain or maintain D&O Insurance if the Company determines in good faith coverage at least comparable to that such insurance is not reasonably available, the premium cost for such insurance is disproportionate to the amount of coverage provided or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefitthe Insurance Policies. (de) If the Company ceases Promptly after (i) learning of facts and circumstances which may give rise to maintain D&O Insurancea Proceeding, the Company shall notify Indemnitee in writing its D&O Insurance carriers, if such notice is required by the applicable insurance policies, and any other insurance carrier providing applicable insurance coverage to the Company, of such cessation within three facts and circumstances, or (3ii) calendar days receiving notice of a Proceeding, whether from the earlier Indemnitee, or otherwise, the Company shall give prompt notice to its D&O Insurance carriers, and any other insurance carriers providing applicable insurance coverage to the Company, in the case of (i) the date the Company determines to cease D&O Insurance or (ii) the date D&O Insurance ceases.and

Maintenance of D&O Insurance. a. Subject to Section 5(c) below, during the period (athe “Coverage Period”) The Company hereby covenants beginning on the date of this Agreement and agrees with ending at the later of six (6) years following the time Indemnitee that, so long is no longer serving as Indemnitee shall continue to serve as either a Director director or an Officer officer of the Company and thereafter so long as Indemnitee shall be subject to any possible claim and/or one or threatened, pending or completed Proceeding, whether civil, criminal or investigative, by reason of the fact that Indemnitee was a Director or an Officer of the Company more subsidiaries or any other entity Related Company, or at the end of such longer period during which Indemnitee was serving at the request believes that a reasonable possibility of exposure to a Proceeding or Damages persists (which extended period must be consented to by the Company, such consent not to be unreasonably withheld), the Company shall maintain in full force and effect (i) the a directors’ and officers’ liability insurance issued by the insurer policy in full force and having the effect or shall have purchased or otherwise provided for a run-off or tail policy amount and deductible as currently in effect with respect or endorsement to directors and officers of the Company or any of its subsidiaries and such existing policy (ii) any replacement or substitute policies issued by one or more reputable insurers “D&O Insurance”), providing in all respects coverage at least comparable to and in the same amount similar amounts, and with similar exclusions, as that currently provided under such existing policy obtained by other similarly situated companies as determined in good faith by any of the parties referenced in Section 1(f)(iii)(a) through (collectively, “D&O Insurance”c). (b) In b. Under all policies of D&O Insurance, Indemnitee shall during the Coverage Period be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s directors or officers most favorably insured by such policy, and each insurer under a policy of D&O Insurance shall be required to provide Indemnitee written notice at least thirty (30) days prior to the effective date of termination of the policy. (c) Notwithstanding anything to the contrary set forth in (a) above, the c. The Company shall have no obligation to obtain or maintain D&O Insurance if to the Company determines in good faith extent that such insurance is not reasonably available, the premium cost costs for such insurance is are disproportionate to the amount of coverage provided provided, or the coverage provided by such insurance is so limited by exclusions so as to provide an insufficient benefit, such determination to be made by any of the parties referenced in Section 1(f)(iii)(a) through (c). (d) If d. It is the intention of the parties in entering into this Agreement that the insurers under the D&O Insurance, if any, shall be obligated ultimately to pay any claims by Indemnitee which are covered by D&O Insurance, and nothing herein shall be deemed to diminish or otherwise restrict the Company’s or Indemnitee’s right to proceed or collect against any insurers under D&O Insurance or to give such insurers any rights against the Company ceases or Indemnitee under or with respect to maintain this Agreement, including but not limited to any right to be subrogated to the Company’s or Indemnitee’s rights hereunder, unless otherwise expressly agreed to by the Company and Indemnitee in writing. The obligation of such insurers to the Company and Indemnitee shall not be deemed reduced or impaired in any respect by virtue of the provisions of this Agreement. e. No indemnification pursuant to this Agreement shall be provided by the Company for Damages or Expense Advances that have been paid directly to Indemnitee by an insurance carrier under a policy of D&O InsuranceInsurance or other insurance maintained by the Company. f. In the event of payment under this Agreement, the Company shall notify Indemnitee in writing be subrogated to the extent of such cessation within three (3) calendar days payment to all of the earlier rights of Indemnitee to recover the same amounts from any insurer or other third person (i) the date other than another person with indemnification rights against the Company determines substantially similar those of Indemnitee under this Agreement). Indemnitee shall execute all documents required and take all acts necessary to cease D&O Insurance or (ii) secure such rights and enable the date D&O Insurance ceasesCompany effectively to bring suit to enforce such rights.

Maintenance of D&O Insurance. 6.1 Subject to Section 6.3 below, during the period (athe "Coverage Period") The Company hereby covenants beginning as soon as practicable following the date of this Agreement and agrees with ending not less than four (4) years following the time Indemnitee that, so long is no longer serving as Indemnitee shall continue to serve as either a Director director or an Officer of the Company and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal or investigative, by reason of the fact that Indemnitee was a Director or an Officer of the Company or any other entity which Indemnitee was serving at the request of the Company, the Company shall maintain in full force and effect (i) the directors’ and officers’ liability insurance issued by the insurer and having the policy amount and deductible as currently in effect with respect to directors and officers officer of the Company or any of its subsidiaries or any Related Company, or, if later, such time as Indemnitee shall no longer be reasonably subject to any possible Proceeding, the Company shall maintain a directors' and officers' liability insurance policy in full force and effect or shall have purchased or otherwise provided for a run-off or tail policy or endorsement to such existing policy (ii) any replacement or substitute policies issued by one or more reputable insurers "D&O Insurance"), providing in all respects coverage at least comparable to and in the same amount similar amounts as that currently provided under such existing policy (collectively, “D&O Insurance”)obtained by other comparable companies. (b) In 6.2 Under all policies of D&O Insurance, Indemnitee shall during the Coverage Period be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s 's directors or officers most favorably insured by such policy, and each insurer under a policy of D&O Insurance shall be required to provide Indemnitee written notice at least thirty (30) days prior to the effective date of termination of the policy. (c) Notwithstanding anything to the contrary set forth in (a) above, the 6.3 The Company shall have no obligation to obtain or maintain D&O Insurance if the Company Board determines in good faith that such insurance is not reasonably available, the premium cost costs for such insurance is are disproportionate to the amount of coverage provided provided, or the coverage provided by such insurance is so limited by exclusions so as to provide an insufficient benefit. (d) If 6.4 It is the Company ceases to maintain intention of the parties in entering into this Agreement that the insurers under the D&O Insurance, if any, shall be obligated ultimately to pay any claims by Indemnitee which are covered by D&O Insurance, and nothing herein shall be deemed to diminish or otherwise restrict the Company shall notify Indemnitee in writing of such cessation within three (3) calendar days of the earlier of (i) the date the Company determines Company's or Indemnitee's right to cease proceed or collect against any insurers under D&O Insurance or (ii) to give such insurers any rights against the date Company or Indemnitee under or with respect to this Agreement, including but not limited to any right to be subrogated to the Company's or Indemnitee's rights hereunder, unless otherwise expressly agreed to by the Company and Indemnitee in writing. The obligation of such insurers to the Company and Indemnitee shall not be deemed reduced or impaired in any respect by virtue of the provisions of this Agreement. 6.5 The Company shall be subrogated to Indemnitee's rights under D&O Insurance ceaseswith respect to claims for Damages and Expense Advances that have been paid to Indemnitee under this Agreement.

Maintenance of D&O Insurance. (a) The Company hereby covenants and agrees with Indemnitee that, so long as Indemnitee shall continue to serve as a Director or an Officer of the Company and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal or investigative, by reason of the fact represents that Indemnitee was a Director or an Officer of the Company or any other entity which Indemnitee was serving at the request of the Company, the Company shall maintain it presently has in full force and effect (i) the directors’ and officers’ liability insurance issued by covering the insurer and having the policy amount and deductible as currently in effect with respect to directors and certain officers of the Company or any of its subsidiaries and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that currently provided under such existing policy (collectively, “D&O Insurance”) as set forth on Annex A hereto (the “Insurance Policies”). The Company further represents that the Indemnitee is covered as an insured under the Insurance Policies. (b) The Company shall, from time to time, make the good faith determination whether or not it is practicable for the Company to maintain a policy or policies of insurance with reputable insurance companies providing D&O Insurance and whether its D&O Insurance has the appropriate policy limits, retentions, terms and breadth of coverage. Among other considerations, the Company will weigh the costs of obtaining or maintaining such D&O Insurance coverage against the protection afforded by such coverage. All decisions as to whether and to what extent the Company maintains D&O Insurance shall be made by the Board of Directors in its sole and absolute discretion. (c) In all policies of D&O Insurance, the Indemnitee shall shall, at all times, be named covered as an insured in such a manner as to provide the Indemnitee with the same rights and benefits, subject to the same limitations, benefits as are accorded to the most favorably insured of the Company’s directors or officers most favorably insured by such policyofficers, as applicable. (cd) Notwithstanding anything to the contrary set forth foregoing, except as provided in (aSection 12(b) aboveand as provided below in Section 12(f) in the event of a Change in Control, the Company shall have no obligation pursuant to this Agreement to maintain D&O Insurance if the Company determines in good faith coverage at least comparable to that such insurance is not reasonably available, the premium cost for such insurance is disproportionate to the amount of coverage provided or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefitthe Insurance Policies. (de) If the Company ceases Promptly after (i) learning of facts and circumstances which may give rise to maintain D&O Insurancea Proceeding, the Company shall notify Indemnitee in writing its D&O Insurance carriers, if such notice is required by the applicable insurance policies, and any other insurance carrier providing applicable insurance coverage to the Company, of such cessation within three facts and circumstances, or (3ii) calendar days receiving notice of a Proceeding, whether from the earlier Indemnitee, or otherwise, the Company shall give prompt notice to its D&O Insurance carriers, and any other insurance carriers providing applicable insurance coverage to the Company, in the case of each of (i) and (ii), in accordance with the date requirements of the respective insurance policies. The Company shall, thereafter, take all necessary or appropriate action to cause such insurance carriers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding, in accordance with the terms of the applicable insurance policies. (f) Prior to any Change in Control, the Company determines shall obtain a prepaid, fully-earned and non-cancellable “tail” directors’ and officers’ liability insurance policy in respect of acts or omissions occurring at or prior to cease the Change in Control with a claims period of six (6) years from the effective date of the Change in Control, covering the Indemnitee, to the extent that the Indemnitee is covered by D&O Insurance or (ii) immediately prior to the date Change in Control, with the coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers of the Company and its subsidiaries than those of the D&O Insurance ceasesin effect immediately prior to such Change in Control. Any such tail policy may not be amended, modified, cancelled or revoked after the Change in Control by the Company or any successor thereto in any manner that is adverse to the Indemnitee.

Maintenance of D&O Insurance. (a) The Company hereby covenants and agrees with Indemnitee that, so long as Indemnitee shall continue to serve as a Director or an Officer of the Company and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal or investigative, by reason of the fact represents that Indemnitee was a Director or an Officer of the Company or any other entity which Indemnitee was serving at the request of the Company, the Company shall maintain it presently has in full force and effect (i) the directors’ and officers’ liability insurance issued by covering the insurer and having the policy amount and deductible as currently in effect with respect to directors and officers of the Company or any of its subsidiaries and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that currently provided under such existing policy (collectively, “D&O Insurance”) as set forth on Annex A hereto (the “Insurance Policies”). (b) The Company shall, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company with coverage for Expenses from wrongful acts, or to ensure the Company’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. (c) In all policies of D&O Insurance, the Indemnitee shall be named covered as an insured in such a manner as to provide the Indemnitee the same rights and benefits, subject to the same limitations, benefits as are accorded to the Company’s directors or officers most favorably insured by such policyof the Company’s directors, if the Indemnitee is a director; or as are accorded to the most favorably insured of the Company’s officers, if the Indemnitee is not a director of the Company but is an officer. (cd) Notwithstanding anything to the contrary set forth foregoing, except as provided below in (aSection 12(f) abovein the event of a Change in Control, the Company shall have no obligation pursuant to this Agreement to obtain or maintain D&O Insurance if coverage at least comparable to that provided by the Insurance Policies. All decisions as to whether and to what extent the Company determines maintains D&O Insurance shall be made by the Board in good faith that such insurance is not reasonably available, the premium cost for such insurance is disproportionate to the amount of coverage provided or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefitits sole and absolute discretion. (de) If the Company ceases Promptly after (i) learning of facts and circumstances which may give rise to maintain D&O Insurancea Proceeding, the Company shall notify Indemnitee in writing its D&O Insurance carriers, if such notice is required by the applicable insurance policies, and any other insurance carrier providing applicable insurance coverage to the Company, of such cessation within three facts and circumstances, or (3ii) calendar days receiving notice of a Proceeding, whether from the earlier Indemnitee, or otherwise, the Company shall give prompt notice to its D&O Insurance carriers, and any other insurance carriers providing applicable insurance coverage to the Company, in the case of (i) and (ii), in accordance with the date requirements of the respective insurance policies. The Company shall, thereafter, take all necessary or appropriate action to cause such insurance carriers to pay, on behalf of the Indemnitee, all Expenses incurred or to be incurred, and liability incurred, by the Indemnitee with respect to such Proceeding, in accordance with the terms of the applicable insurance policies. (f) At or prior to any Change in Control, the Company determines shall obtain a prepaid, fully-earned and non-cancellable “tail” directors’ and officers’ liability insurance policy in respect of acts or omissions occurring at or prior to cease the Change in Control with a claims period of six (6) years from the Change in Control, covering the Indemnitee, to the extent that the Indemnitee is covered by D&O Insurance or (ii) immediately prior to the date Change in Control, with the coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers of the Company and its subsidiaries than those of the D&O Insurance ceasesin effect immediately prior to such Change in Control; provided, however, that the aggregate premium therefor is not in excess of 200% of the annual premium then paid by the Company for coverage for its then current policy year for such insurance, and if the premium therefor would be in excess of such amount, the Company shall purchase such “tail” policy with the greatest coverage available as to matters occurring prior to the Change in Control as is available for a cost not exceeding that premium amount. Any such tail policy may not be amended, modified, cancelled or revoked after the Change in Control by the Company or any successor thereto in any manner that is adverse to the Indemnitee.

Maintenance of D&O Insurance. a. Subject to Section 5(c) below, during the period (athe “Coverage Period”) The Company hereby covenants beginning on the date of this Agreement and agrees with ending at the later of (i) six (6) years following the time Indemnitee that, so long is no longer serving as Indemnitee shall continue to serve as either a Director director or an Officer officer of the Company and thereafter so long as Indemnitee shall be subject to any possible claim and/or one or threatened, pending or completed Proceeding, whether civil, criminal or investigative, by reason of the fact that Indemnitee was a Director or an Officer of the Company more subsidiaries or any other entity Related Company, or (ii) at the end of such longer period during which Indemnitee was serving at the request believes that a reasonable possibility of exposure to a Proceeding or Damages persists (which extended period must be consented to by the Company, such consent not to be unreasonably withheld), the Company shall maintain in full force and effect (i) the a directors’ and officers’ liability insurance issued by the insurer policy in full force and having the effect or shall have purchased or otherwise provided for a run-off or tail policy amount and deductible as currently in effect with respect or endorsement to directors and officers of the Company or any of its subsidiaries and such existing policy (ii) any replacement or substitute policies issued by one or more reputable insurers “D&O Insurance”), providing in all respects coverage at least comparable to and in the same amount similar amounts, and with similar exclusions, as that currently provided under such existing policy obtained by other similarly situated companies as determined in good faith by any of the parties referenced in Section 1(g)(iii)(a) through (collectively, “D&O Insurance”e). (b) In b. Under all policies of D&O Insurance, Indemnitee shall during the Coverage Period be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s directors or officers most favorably insured by such policy, and each insurer under a policy of D&O Insurance shall be required to provide Indemnitee written notice at least thirty (30) days prior to the effective date of termination of the policy. (c) Notwithstanding anything to the contrary set forth in (a) above, the c. The Company shall have no obligation to obtain or maintain D&O Insurance if to the Company determines in good faith extent that such insurance is not reasonably available, the premium cost costs for such insurance is are disproportionate to the amount of coverage provided provided, or the coverage provided by such insurance is so limited by exclusions so as to provide an insufficient benefit, such determination to be made by any of the parties referenced in Section 1(g)(iii)(a) through (e). (d) If d. It is the intention of the parties in entering into this Agreement that the insurers under the D&O Insurance, if any, shall be obligated ultimately to pay any claims by Indemnitee which are covered by D&O Insurance, and nothing herein shall be deemed to diminish or otherwise restrict the Company’s or Indemnitee’s right to proceed or collect against any insurers under D&O Insurance or to give such insurers any rights against the Company ceases or Indemnitee under or with respect to maintain this Agreement, including but not limited to any right to be subrogated to the Company’s or Indemnitee’s rights hereunder, unless otherwise expressly agreed to by the Company and Indemnitee in writing. The obligation of such insurers to the Company and Indemnitee shall not be deemed reduced or impaired in any respect by virtue of the provisions of this Agreement. e. No indemnification pursuant to this Agreement shall be provided by the Company for Damages or Expense Advances that have been paid directly to Indemnitee by an insurance carrier under a policy of D&O InsuranceInsurance or other insurance maintained by the Company. f. In the event of payment under this Agreement, the Company shall notify Indemnitee in writing be subrogated to the extent of such cessation within three (3) calendar days payment to all of the earlier rights of Indemnitee to recover the same amounts from any insurer or other third person (i) the date other than another person with indemnification rights against the Company determines substantially similar those of Indemnitee under this Agreement). Indemnitee shall execute all documents required and take all acts necessary to cease D&O Insurance or (ii) secure such rights and enable the date D&O Insurance ceasesCompany effectively to bring suit to enforce such rights.

Maintenance of D&O Insurance. (a) The Company hereby covenants and agrees with Indemnitee that, so long as Indemnitee shall continue to serve as a Director or an Officer of the Company and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal or investigative, by reason of the fact represents that Indemnitee was a Director or an Officer of the Company or any other entity which Indemnitee was serving at the request of the Company, the Company shall maintain it presently has in full force and effect (i) D&O Insurance coverage under the directors’ and officers’ liability policies with the insurance issued by the insurer and having the policy amount and deductible as currently in effect with respect to directors and officers of the Company or any of its subsidiaries and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to carriers, and in the same amount as that currently provided under such existing policy amounts set forth on Attachment A (collectively, “D&O Insurance”the "Insurance Policies"). (b) The Company shall, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company with coverage for losses from wrongful acts, or to ensure the Company’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of D&O Insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, benefits as are accorded to the Company’s directors or officers most favorably insured by such policyof the Company’s directors, if Indemnitee is a director; or of the Company’s officers, if Indemnitee is not a director of the Company but is an officer; or of the Company’s key employees, if Indemnitee is not an officer or director but is a key employee. (c) Notwithstanding anything to the contrary set forth in (a) aboveforegoing, the Company shall have no obligation to obtain or maintain D&O Insurance coverage at least comparable to that provided by the Insurance Policies if the Company determines in good faith that such insurance said D&O Insurance is not reasonably available, if, in the reasonable business judgment of a two-thirds (⅔) majority of the members of the Board, the premium cost costs for such insurance is D&O Insurance are substantially disproportionate to the amount of coverage provided or provided, if the coverage provided by such insurance D&O Insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a parent or subsidiary of the Company. All decisions as to whether and to what extent the Company maintains D&O Insurance shall be made by the Board in its sole and absolute discretion. In making any determination to eliminate or reduce coverage, the Board shall seek the advice of independent legal counsel or other advisors experienced in the review and analysis of D&O Insurance coverage. (d) If the Company ceases Promptly after (i) learning of facts and circumstances which may give rise to maintain D&O Insurancea Proceeding, the Company shall notify Indemnitee in writing its D&O Insurance carriers, if such notice is required by the applicable insurance policies, and any other insurance carrier providing applicable insurance coverage to the Company, of such cessation within three (3) calendar days of the earlier of (i) the date the Company determines to cease D&O Insurance facts and circumstances, or (ii) receiving notice of a Proceeding, whether from Indemnitee, or otherwise, the date Company shall give prompt notice to its D&O Insurance ceasescarriers, and any other insurance carriers providing applicable insurance coverage to the Company, in accordance with the requirements of the respective insurance policies. The Company shall, thereafter, take all appropriate action to cause such insurance carriers to pay on behalf of Indemnitee, all Expenses incurred or to be incurred, and liability incurred, by Indemnitee with respect to such Proceeding, in accordance with the terms of the applicable insurance policies.

Maintenance of D&O Insurance. (a) The Company Corporation hereby covenants and agrees with Indemnitee that, so long as the Indemnitee shall continue to serve as a Director member of its Board of Directors or an Officer officer, employee, controlling person, agent or fiduciary of the Company Corporation and thereafter so long as the Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal or investigative, Proceeding by reason of the fact that the Indemnitee was a Director member of its Board of Directors or an Officer officer, employee, controlling person, agent or fiduciary of the Company or any other entity which Indemnitee was serving at the request of the CompanyCorporation, the Company Corporation shall promptly maintain in full force and effect (i) the directors’ and officers’ liability insurance issued by the insurer and having the policy amount and deductible as currently in effect with respect to directors and officers of the Company or any of its subsidiaries and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that currently provided under such existing policy (collectively, “D&O Insurance”). (b) in reasonable amounts from established and reputable insurers, provided that D&O Insurance is available to the Corporation on commercially reasonable terms. In all policies of D&O Insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits, subject to the same limitations, benefits as are accorded to the Company’s directors or officers most favorably insured by such policy. (c) Notwithstanding anything of the Corporation’s directors, if the Indemnitee is a director; or of the Corporation’s officers, if the Indemnitee is not a director of the corporation but is an officer; or of the Corporation’s key employees, if the Indemnitee is not a director or officer of the Corporation. If the Corporation decides to allow D&O Insurance coverage to lapse because D&O Insurance is not available to the contrary set forth in (a) aboveCorporation on commercially reasonable terms, the Company Corporation shall have no obligation to maintain D&O Insurance if the Company determines so notify Indemnitee as soon as reasonably practicable. Upon any Change in good faith that such insurance is not reasonably availableControl, the premium cost Corporation shall obtain continuation and/or “tail” coverage for such insurance is disproportionate to Indemnitee for a period of no less than six years following the amount of coverage provided or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit. (d) If the Company ceases to maintain D&O Insurance, the Company shall notify Indemnitee in writing date of such cessation within three (3) calendar days of the earlier of (i) the date the Company determines to cease D&O Insurance or (ii) the date D&O Insurance ceasesChange in Control.

Maintenance of D&O Insurance. (a) 12.1 The Company hereby covenants and agrees with Indemnitee that, so long as Indemnitee shall continue to serve as a Director or an Officer of the Company and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal or investigative, by reason of the fact Corporation represents that Indemnitee was a Director or an Officer of the Company or any other entity which Indemnitee was serving at the request of the Company, the Company shall maintain it presently has in full force and effect (i) the directors’ and officers’ liability insurance issued by the insurer and having the policy amount and deductible as currently in effect with respect to directors and officers of the Company or any of its subsidiaries and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that currently provided under such existing policy (collectively, “D&O Insurance”) coverage under one or more policies with Argonaut Insurance Company (the “Insurance Policies”). (b) 12.2 The Corporation shall, from time to time, make the good faith determination whether or not it is practicable for the Corporation to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Corporation with coverage for Expenses from wrongful acts, or to ensure the Corporation’s performance of its indemnification obligations under this Agreement. Among other considerations, the Corporation will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. 12.3 In all policies of D&O Insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits, subject to the same limitations, benefits as are accorded to the Company’s directors or officers most favorably insured by such policyof the Corporation’s directors, if the Indemnitee is a director; or as are accorded to the most favorably insured of the Corporation’s officers, if the Indemnitee is not a director of the Corporation but is an officer; or as are accorded to the most favorably insured of the Corporation’s key employees, if the Indemnitee is not an officer or director but is a key employee. (c) 12.4 Notwithstanding anything to the contrary set forth in (a) aboveforegoing, the Company Corporation shall have no obligation to obtain or maintain D&O Insurance if the Company determines in good faith that such insurance is not reasonably available, the premium cost for such insurance is disproportionate to the amount of coverage provided or the coverage provided by such insurance is limited by exclusions so coverage. All decisions as to provide an insufficient benefitwhether and to what extent the Corporation maintains D&O Insurance shall be made by the Board in its sole and absolute discretion. (d) If the Company ceases to maintain D&O Insurance, the Company shall notify Indemnitee in writing of such cessation within three (3) calendar days of the earlier of 12.5 Promptly after (i) learning of facts and circumstances which may give rise to a Proceeding, the date the Company determines to cease Corporation shall notify its D&O Insurance carriers, if such notice is required by the applicable insurance policies, and any other insurance carrier providing applicable insurance coverage to the Corporation, of such facts and circumstances, or (ii) receiving notice of a Proceeding, whether from the date Indemnitee, or otherwise, the Corporation shall give prompt notice to its D&O Insurance ceasescarriers, and any other insurance carriers providing applicable insurance coverage to the Corporation, in accordance with the requirements of the respective insurance policies. The Corporation shall, thereafter, take all appropriate action to cause such insurance carriers to pay on behalf of the Indemnitee, all Expenses incurred or to be incurred, and liability incurred, by the Indemnitee with respect to such Proceeding, in accordance with the terms of the applicable insurance policies.

Maintenance of D&O Insurance. (a) The Company hereby covenants and agrees with Indemnitee that, so long as Indemnitee shall continue to serve as a Director or an Officer of the Company and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal or investigative, by reason of the fact that Indemnitee was a Director or an Officer of the Company or any other entity which Indemnitee was serving at the request of the Company, the Company shall maintain in full force and effect (i) the directors’ ' and officers’ ' liability insurance issued by the insurer and having the policy amount and deductible as currently in effect with respect to directors and officers of the Company or any of its subsidiaries and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that currently provided under such existing policy (collectively, “"D&O Insurance”"). (b) In all policies of D&O Insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s 's directors or officers most favorably insured by such policy. (c) Notwithstanding anything to the contrary set forth in (a) above, the Company shall have no obligation to maintain D&O Insurance if the Company determines in good faith that such insurance is not reasonably available, the premium cost for such insurance is disproportionate to the amount of coverage provided or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit. (d) If the Company ceases to maintain D&O Insurance, the Company shall notify Indemnitee in writing of such cessation within three (3) calendar days of the earlier of (i) the date the Company determines to cease D&O Insurance or (ii) the date D&O Insurance ceases.

Maintenance of D&O Insurance. (a) The Company hereby covenants and agrees with Indemnitee that, so long as Indemnitee shall continue to serve as a Director or an Officer of the Company and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal or investigative, by reason of the fact represents that Indemnitee was a Director or an Officer of the Company or any other entity which Indemnitee was serving at the request of the Company, the Company shall maintain it presently has in full force and effect (i) the directors’ and officers’ liability insurance issued by covering the insurer and having the policy amount and deductible as currently in effect with respect to directors and certain officers of the Company or any of its subsidiaries and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that currently provided under such existing policy (collectively, “D&O Insurance”) as set forth on Annex A hereto (the “Insurance Policies”). The Company further represents that the Indemnitee is covered as an insured under the Insurance Policies. (b) The Company shall, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing D&O Insurance. Among other considerations, the Company will weigh the costs of obtaining such D&O Insurance coverage against the protection afforded by such coverage. All decisions as to whether and to what extent the Company maintains D&O Insurance shall be made by the Board of Directors in its sole and absolute discretion. (c) In all policies of D&O Insurance, the Indemnitee shall shall, at all times, be named covered as an insured in such a manner as to provide the Indemnitee with the same rights and benefits, subject to the same limitations, benefits as are accorded to the Company’s directors or officers most favorably insured by such policyof the Company’s directors, if the Indemnitee is a director; or as are accorded to the most favorably insured of the Company’s officers, if the Indemnitee is not a director of the Company but is an officer. (cd) Notwithstanding anything to the contrary set forth foregoing, except as provided in (aSection 12(b) aboveand as provided below in Section 12(f) in the event of a Change in Control, the Company shall have no obligation pursuant to this Agreement to obtain or maintain D&O Insurance if the Company determines in good faith coverage at least comparable to that such insurance is not reasonably available, the premium cost for such insurance is disproportionate to the amount of coverage provided or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefitthe Insurance Policies. (de) If the Company ceases Promptly after (i) learning of facts and circumstances which may give rise to maintain D&O Insurancea Proceeding, the Company shall notify Indemnitee in writing its D&O Insurance carriers, if such notice is required by the applicable insurance policies, and any other insurance carrier providing applicable insurance coverage to the Company, of such cessation within three facts and circumstances, or (3ii) calendar days receiving notice of a Proceeding, whether from the earlier Indemnitee, or otherwise, the Company shall give prompt notice to its D&O Insurance carriers, and any other insurance carriers providing applicable insurance coverage to the Company, in the case of (i) and (ii), in accordance with the date requirements of the respective insurance policies. The Company shall, thereafter, take all necessary or appropriate action to cause such insurance carriers to pay, on behalf of the Indemnitee, all Expenses incurred or to be incurred, and liability incurred, by the Indemnitee with respect to such Proceeding, in accordance with the terms of the applicable insurance policies. (f) At or prior to any Change in Control, the Company determines shall obtain a prepaid, fully-earned and non-cancellable “tail” directors’ and officers’ liability insurance policy in respect of acts or omissions occurring at or prior to cease the Change in Control with a claims period of six (6) years from the effective date of the Change in Control, covering the Indemnitee, to the extent that the Indemnitee is covered by D&O Insurance or (ii) immediately prior to the date Change in Control, with the coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers of the Company and its subsidiaries than those of the D&O Insurance ceasesin effect immediately prior to such Change in Control. Any such tail policy may not be amended, modified, cancelled or revoked after the Change in Control by the Company or any successor thereto in any manner that is adverse to the Indemnitee.

Maintenance of D&O Insurance. (a) 12.1 The Company hereby covenants and agrees with Indemnitee that, so long as Indemnitee shall continue to serve as a Director or an Officer of the Company and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal or investigative, by reason of the fact Corporation represents that Indemnitee was a Director or an Officer of the Company or any other entity which Indemnitee was serving at the request of the Company, the Company shall maintain it presently has in full force and effect (i) the directors’ and officers’ liability insurance issued by the insurer and having the policy amount and deductible as currently in effect with respect to directors and officers of the Company or any of its subsidiaries and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that currently provided under such existing policy (collectively, “D&O Insurance”) coverage under the policies with the insurance carriers, and in the amounts set forth on Attachment A (the “Insurance Policies”). (b) 12.2 The Corporation shall, from time to time, make the good faith determination whether or not it is practicable for the Corporation to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Corporation with coverage for Expenses from wrongful acts, or to ensure the Corporation’s performance of its indemnification obligations under this Agreement. Among other considerations, the Corporation will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. 12.3 In all policies of D&O Insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits, subject to the same limitations, benefits as are accorded to the Company’s directors or officers most favorably insured by such policyof the Corporation’s directors, if the Indemnitee is a director; or as are accorded to the most favorably insured of the Corporation’s officers, if the Indemnitee is not a director of the Corporation but is an officer; or as are accorded to the most favorably insured of the Corporation’s key employees, if the Indemnitee is not an officer or director but is a key employee. (c) 12.4 Notwithstanding anything to the contrary set forth in (a) aboveforegoing, the Company Corporation shall have no obligation to obtain or maintain D&O Insurance if the Company determines in good faith coverage at least comparable to that such insurance is not reasonably available, the premium cost for such insurance is disproportionate to the amount of coverage provided or the coverage provided by such insurance is limited by exclusions so the Insurance Policies. All decisions as to provide an insufficient benefitwhether and to what extent the Corporation maintains D&O Insurance shall be made by the Board in its sole and absolute discretion. (d) If the Company ceases to maintain D&O Insurance, the Company shall notify Indemnitee in writing of such cessation within three (3) calendar days of the earlier of 12.5 Promptly after (i) learning of facts and circumstances which may give rise to a Proceeding, the date the Company determines to cease Corporation shall notify its D&O Insurance carriers, if such notice is required by the applicable insurance policies, and any other insurance carrier providing applicable insurance coverage to the Corporation, of such facts and circumstances, or (ii) receiving notice of a Proceeding, whether from the date Indemnitee, or otherwise, the Corporation shall give prompt notice to its D&O Insurance ceasescarriers, and any other insurance carriers providing applicable insurance coverage to the Corporation, in accordance with the requirements of the respective insurance policies. The Corporation shall, thereafter, take all appropriate action to cause such insurance carriers to pay on behalf of the Indemnitee, all Expenses incurred or to be incurred, and liability incurred, by the Indemnitee with respect to such Proceeding, in accordance with the terms of the applicable insurance policies.

Maintenance of D&O Insurance. (a) The Company hereby covenants and agrees with Indemnitee that, so long as Indemnitee shall continue to serve as a Director or an Officer of the Company and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal or investigative, by reason of the fact that Indemnitee was a Director or an Officer of the Company or any other entity which Indemnitee was serving at the request of the Company, the Company shall maintain in full force and effect (i) the directors’ ' and officers’ ' liability insurance issued by the insurer and having the policy amount and deductible as currently in effect with respect to directors and officers of the Company or any of its subsidiaries and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that currently provided under such existing policy (collectively, “"D&O Insurance”"). (b) In all policies of D&O Insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s 's directors or officers most favorably insured by such policy. (c) Notwithstanding anything to the contrary set forth in (a) above, the Company shall have no obligation to maintain D&O Insurance if the Company determines in good faith that such insurance is not reasonably available, the premium cost for such insurance is disproportionate to the amount of coverage provided or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit. (d) If the Company ceases to maintain D&O Insurance, the Company shall notify Indemnitee in writing of such cessation within three (3) calendar days of the earlier of (i) the date the Company determines to cease D&O Insurance or (ii) the date D&O Insurance ceases.

Maintenance of D&O Insurance. (a) The Company hereby covenants and agrees with Indemnitee that, so long as Indemnitee shall continue to serve as a Director or an Officer of the Company and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal or investigative, by reason of the fact represents that Indemnitee was a Director or an Officer of the Company or any other entity which Indemnitee was serving at the request of the Company, the Company shall maintain it presently has in full force and effect (i) the directors’ and officers’ liability insurance issued by covering the insurer and having the policy amount and deductible as currently in effect with respect to directors and officers of the Company or any of its subsidiaries and (ii“D&O Insurance”) any replacement or substitute under the policies issued by one or more reputable insurers providing in all respects coverage at least comparable to with the insurance carriers, and in the same amount as that currently provided under such existing policy amounts set forth on Annex A (collectively, the “D&O InsuranceInsurance Policies”). (b) The Company shall, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company with coverage for Expenses from wrongful acts, or to ensure the Company’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. (c) In all policies of D&O Insurance, the Indemnitee shall be named covered as an insured in such a manner as to provide the Indemnitee the same rights and benefits, subject to the same limitations, benefits as are accorded to the Company’s directors or officers most favorably insured by such policyof the Company’s directors, if the Indemnitee is a director; or as are accorded to the most favorably insured of the Company’s officers, if the Indemnitee is not a director of the Company but is an officer. (cd) Notwithstanding anything to the contrary set forth foregoing, except as provided below in (aSection 12(f) abovein the event of a Change in Control, the Company shall have no obligation pursuant to this Agreement to obtain or maintain D&O Insurance if coverage at least comparable to that provided by the Insurance Policies. All decisions as to whether and to what extent the Company determines maintains D&O Insurance shall be made by the Board in good faith that such insurance is not reasonably available, the premium cost for such insurance is disproportionate to the amount of coverage provided or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefitits sole and absolute discretion. (de) If the Company ceases Promptly after (i) learning of facts and circumstances which may give rise to maintain D&O Insurancea Proceeding, the Company shall notify Indemnitee in writing its D&O Insurance carriers, if such notice is required by the applicable insurance policies, and any other insurance carrier providing applicable insurance coverage to the Company, of such cessation within three facts and circumstances, or (3ii) calendar days receiving notice of a Proceeding, whether from the earlier Indemnitee, or otherwise, the Company shall give prompt notice to its D&O Insurance carriers, and any other insurance carriers providing applicable insurance coverage to the Company, in the case of (i) and (ii), in accordance with the date requirements of the respective insurance policies. The Company shall, thereafter, take all necessary or appropriate action to cause such insurance carriers to pay, on behalf of the Indemnitee, all Expenses incurred or to be incurred, and liability incurred, by the Indemnitee with respect to such Proceeding, in accordance with the terms of the applicable insurance policies. (f) At or prior to any Change in Control, the Company determines shall obtain a prepaid, fully-earned and non-cancellable “tail” directors’ and officers’ liability insurance policy in respect of acts or omissions occurring at or prior to cease the Change in Control with a claims period of six (6) years from the Change in Control, covering the Indemnitee, to the extent that the Indemnitee is covered by D&O Insurance or (ii) immediately prior to the date Change in Control, with the coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers of the Company and its subsidiaries than those of the D&O Insurance ceasesin effect immediately prior to such Change in Control; provided, however, that the aggregate premium therefor is not in excess of 200% of the annual premium then paid by the Company for coverage for its then current policy year for such insurance, and if the premium therefor would be in excess of such amount, the Company shall purchase such “tail” policy with the greatest coverage available as to matters occurring prior to the Change in Control as is available for a cost not exceeding that premium amount. Any such tail policy may not be amended, modified, cancelled or revoked after the Change in Control by the Company or any successor thereto in any manner that is adverse to the Indemnitee.

Maintenance of D&O Insurance. (a) The Company hereby covenants and agrees with Indemnitee that, so long as Indemnitee shall continue to serve as a Director or an Officer or Director of the Company and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal or investigative, by reason of the fact that Indemnitee was a Director or an Officer or Director of the Company or any other entity which Indemnitee was serving at the request of the Company, the Company shall maintain in full force and effect (i) the directors’ and officers’ liability insurance issued by the insurer and having the policy amount and deductible as currently in effect with respect to directors and officers of the Company or any of its subsidiaries and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that currently provided under .under such existing policy (collectively, “D&O Insurance”). (b) In all policies of D&O Insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s directors or officers most favorably insured by such policy. (c) Notwithstanding anything to the contrary set forth in (a) above, the Company shall have no obligation hereby agrees to purchase and maintain D&O Insurance if in effect for the Company determines in good faith that benefit of the Indemnitee such insurance is not reasonably availableproviding coverage at least as favorable to the Indemnitee as that presently provided, the premium cost for if such insurance is disproportionate to can be purchased for premiums not in excess of 150% of the amount of the current premiums, adjusted from time to time in accordance with the Consumer Price Index, or, if such coverage provided or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit. (d) If the Company ceases to maintain D&O Insurancecannot be obtained, the Company shall notify Indemnitee in writing of such cessation within three (3) calendar days maximum coverage that can be obtained for 150% of the earlier amount of (i) the date current premiums adjusted from time to time in accordance with the Company determines to cease D&O Insurance or (ii) the date D&O Insurance ceasesConsumer Price Index.

Maintenance of D&O Insurance. (a) The Company hereby covenants and agrees with Indemnitee that, so long as Indemnitee shall continue to serve as a Director or an Officer Throughout the term of the Company and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal or investigative, by reason of the fact that Indemnitee was a Director or an Officer of the Company or any other entity which Indemnitee was serving at the request of the Companythis Agreement, the Company shall make commercially reasonable efforts to maintain in full force and effect (i) the directors’ and officers’ liability insurance issued by covering the insurer and having the policy amount and deductible as currently in effect with respect to directors and officers of the Company or any of its subsidiaries and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that currently provided under such existing policy (collectively, “D&O Insurance”). The Company shall make commercially reasonable efforts to exercise all options available under the D&O Insurance to obtain tail coverage, or additional extended reporting period coverage, to the extent such coverage would apply to the Indemnitee’s services with the Company or any affiliate. (b) In all The Company shall, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company with coverage for Expenses from wrongful acts, or to ensure the Company’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. (c) In D&O Insurance, the Indemnitee shall be named covered as an insured in such a manner as to provide the Indemnitee the same rights and benefits, subject to the same limitations, benefits as are accorded to the Company’s directors or officers most favorably insured by such policyof the Company’s directors, if the Indemnitee is a director; or as are accorded to the most favorably insured of the Company’s officers, if the Indemnitee is not a director of the Company but is an officer. (cd) Notwithstanding anything to the contrary set forth foregoing, except as provided below in (aSection 12(f) abovein the event of a Change in Control, the Company shall have no obligation pursuant to this Agreement to obtain or maintain D&O Insurance if coverage at least comparable to that provided by the D&O Insurance as of the date of this Agreement. All decisions as to whether and to what extent the Company determines maintains D&O Insurance shall be made by the Board in good faith that such insurance is not reasonably available, the premium cost for such insurance is disproportionate to the amount of coverage provided or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefitits sole and absolute discretion. (de) If the Company ceases Promptly after (i) learning of facts and circumstances which may give rise to maintain D&O Insurancea Proceeding, the Company shall notify Indemnitee in writing its D&O Insurance carriers, if such notice is required by the applicable insurance policies, and any other insurance carrier providing applicable insurance coverage to the Company, of such cessation within three facts and circumstances, or (3ii) calendar days receiving notice of a Proceeding, whether from the earlier Indemnitee, or otherwise, the Company shall give prompt notice to its D&O Insurance carriers, and any other insurance carriers providing applicable insurance coverage to the Company, in the case of (i) and (ii), in accordance with the date requirements of the respective insurance policies. The Company shall, thereafter, take all necessary or appropriate action to cause such insurance carriers to pay, on behalf of the Indemnitee, all Expenses incurred or to be incurred, and liability incurred, by the Indemnitee with respect to such Proceeding, in accordance with the terms of the applicable insurance policies. (f) At or prior to any Change in Control, unless otherwise provided by any successor or affiliate of the Company, the Company determines shall obtain a prepaid, fully-earned and non-cancellable “tail” directors’ and officers’ liability insurance policy in respect of acts or omissions occurring at or prior to cease the Change in Control with a claims period of six (6) years from the Change in Control, covering the Indemnitee, to the extent that the Indemnitee is covered by D&O Insurance or (ii) immediately prior to the date Change in Control, with the coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers of the Company and its subsidiaries than those of the D&O Insurance ceasesin effect immediately prior to such Change in Control; provided, however, that the aggregate premium therefor is not in excess of 200% of the annual premium then paid by the Company for coverage for its then current policy year for such insurance, and if the premium therefor would be in excess of such amount, the Company shall purchase such “tail” policy with the greatest coverage available as to matters occurring prior to the Change in Control as is available for a cost not exceeding that premium amount. Any such tail policy may not be amended, modified, cancelled or revoked after the Change in Control by the Company or any successor thereto in any manner that is adverse to the Indemnitee.

Maintenance of D&O Insurance. a. Subject to Section 5(c) below, during the period (athe "Coverage Period") The Company hereby covenants beginning on the date of this Agreement and agrees with ending at the later of (i) six (6) years following the time Indemnitee that, so long is no longer serving as Indemnitee shall continue to serve as either a Director director or an Officer officer of the Company and thereafter so long as Indemnitee shall be subject to any possible claim and/or one or threatened, pending or completed Proceeding, whether civil, criminal or investigative, by reason of the fact that Indemnitee was a Director or an Officer of the Company more subsidiaries or any other entity Related Company, or (ii) at the end of such longer period during which Indemnitee was serving at the request believes that a reasonable possibility of exposure to a Proceeding or Damages persists (which extended period must be consented to by the Company, such consent not to be unreasonably withheld), the Company shall maintain a directors' and officers' liability insurance policy in full force and effect or shall have purchased or otherwise provided for a run-off or tail policy or endorsement to such existing policy (i) the directors’ and officers’ liability insurance issued by the insurer and having the policy amount and deductible as currently in effect with respect to directors and officers of the Company or any of its subsidiaries and (ii) any replacement or substitute policies issued by one or more reputable insurers "D&O Insurance"), providing in all respects coverage at least comparable to and in the same amount similar amounts, and with similar exclusions, as that currently provided under such existing policy obtained by other similarly situated companies as determined in good faith by any of the parties referenced in Section 1(g)(iii)(a) through (collectively, “D&O Insurance”e). (b) In b. Under all policies of D&O Insurance, Indemnitee shall during the Coverage Period be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s 's directors or officers most favorably insured by such policy, and each insurer under a policy of D&O Insurance shall be required to provide Indemnitee written notice at least thirty (30) days prior to the effective date of termination of the policy. (c) Notwithstanding anything to the contrary set forth in (a) above, the c. The Company shall have no obligation to obtain or maintain D&O Insurance if to the Company determines in good faith extent that such insurance is not reasonably available, the premium cost costs for such insurance is are disproportionate to the amount of coverage provided provided, or the coverage provided by such insurance is so limited by exclusions so as to provide an insufficient benefit, such determination to be made by any of the parties referenced in Section 1(g)(iii)(a) through (e). (d) If d. It is the intention of the parties in entering into this Agreement that the insurers under the D&O Insurance, if any, shall be obligated ultimately to pay any claims by Indemnitee which are covered by D&O Insurance, and nothing herein shall be deemed to diminish or otherwise restrict the Company's or Indemnitee's right to proceed or collect against any insurers under D&O Insurance or to give such insurers any rights against the Company ceases or Indemnitee under or with respect to maintain this Agreement, including but not limited to any right to be subrogated to the Company's or Indemnitee's rights hereunder, unless otherwise expressly agreed to by the Company and Indemnitee in writing. The obligation of such insurers to the Company and Indemnitee shall not be deemed reduced or impaired in any respect by virtue of the provisions of this Agreement. e. No indemnification pursuant to this Agreement shall be provided by the Company for Damages or Expense Advances that have been paid directly to Indemnitee by an insurance carrier under a policy of D&O InsuranceInsurance or other insurance maintained by the Company. f. In the event of payment under this Agreement, the Company shall notify Indemnitee in writing be subrogated to the extent of such cessation within three (3) calendar days payment to all of the earlier rights of Indemnitee to recover the same amounts from any insurer or other third person (i) the date other than another person with indemnification rights against the Company determines substantially similar those of Indemnitee under this Agreement). Indemnitee shall execute all documents required and take all acts necessary to cease D&O Insurance or (ii) secure such rights and enable the date D&O Insurance ceasesCompany effectively to bring suit to enforce such rights.

Maintenance of D&O Insurance. (a) The Company hereby covenants and agrees with Indemnitee that, so So long as Indemnitee shall continue to serve as the Company or a Director Subsidiary or an Officer Affiliate of the Company as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal or investigative, by reason Proceeding as a result of the fact that Indemnitee was a Director or an Officer of the Company or any other entity which Indemnitee was serving at the request of the CompanyIndemnifiable Event, the Company shall use reasonable efforts to maintain in full force and effect (i) the directors’ and officers’ liability D&O insurance issued by the insurer one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board, and providing in all respects coverage in the same amount and that Indemnitee shall qualify as currently an insured in effect with respect such a manner as to directors provide the Indemnitee the same rights and officers benefits, as are accorded to the most favorably insured of the Company Company’s independent directors (to the extent defined by the insurer) if the Indemnitee is such an independent director; of the Company’s non-independent directors, if the Indemnitee is not an independent director; or any of its subsidiaries the Company’s officers if the Indemnitee is not a director but is an officer of the Company; and (ii) any replacement or substitute D&O insurance policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as and that currently provided under such existing policy (collectively, “D&O Insurance”). (b) In all policies of D&O Insurance, Indemnitee shall be named qualify as an insured in such a manner as to provide the Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s directors or officers most favorably insured by such policy. (c) Notwithstanding anything of the Company’s independent directors ( to the contrary set forth extent defined by the insurer) if the Indemnitee is such an independent director; of the Company’s non-independent directors, if the Indemnitee is not an independent director; or of the Company’s officers if the Indemnitee is not a director but is an officer of the Company. The purchase, establishment and maintenance of any such D&O insurance or other arrangements shall not in (a) above, any way limit or affect the rights and obligations of the Company shall have no obligation to maintain D&O Insurance if or of Indemnitee under this Agreement, except as expressly provided herein, and the execution and delivery of this Agreement by the Company determines and Indemnitee shall not in good faith that any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance is not reasonably available, the premium cost for such insurance is disproportionate to the amount of coverage provided or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefitother arrangement. (d) If the Company ceases to maintain D&O Insurance, the Company shall notify Indemnitee in writing of such cessation within three (3) calendar days of the earlier of (i) the date the Company determines to cease D&O Insurance or (ii) the date D&O Insurance ceases.

Maintenance of D&O Insurance. (a) The Company hereby covenants Corporation represents that it presently has in force and effect D&O Insurance coverage under the policies with the insurance carriers, and in the amounts set forth on Attachment A (the "Insurance Policies"). (b) Subject only to the provisions of Section 6(c) hereof, the Corporation agrees with Indemnitee that, so long as Indemnitee shall continue to serve as a Director or in an Officer of the Company Official Capacity, and thereafter for so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal or investigative, by reason of the fact that Indemnitee was a Director or an Officer of the Company or Proceeding in any other entity which Indemnitee was serving at the request of the Companyway related to Indemnitee's Official Capacity, the Company shall Corporation shall, at its sole expense, purchase and maintain in full force and effect (i) for the directors’ and officers’ liability insurance issued by the insurer and having the policy amount and deductible as currently in effect with respect to directors and officers benefit of the Company or any of its subsidiaries and (ii) any replacement or substitute policies issued by Indemnitee one or more reputable insurers providing valid, binding and enforceable policies of D&O Insurance providing, in all respects respects, coverage at least comparable to that presently provided pursuant to the Insurance Policies. All decisions as to whether and in to what extent the same amount as that currently provided under such existing policy (collectively, “Corporation maintains D&O Insurance”). (b) In all policies of D&O Insurance, Indemnitee Insurance shall be named as an insured in such a manner as to provide Indemnitee made by the same rights and benefits, subject to Board of Directors of the same limitations, as are accorded to the Company’s directors or officers most favorably insured by such policyCorporation. (c) Notwithstanding anything to the contrary set forth in (a) above, the Company The Corporation shall have no obligation not be required to maintain D&O Insurance coverage at least comparable to that provided by the Insurance Policies if the Company determines in good faith that such insurance (i) said Insurance is not reasonably available, or (ii) in the reasonable business judgment of a two-thirds majority of the directors of the Corporation, the premium cost for such insurance is substantially disproportionate to the amount benefits of coverage provided such coverage. In making any determination to eliminate or reduce coverage, the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefitBoard of Directors shall seek the advice of independent legal counsel or other advisors experienced in the review and analysis of D&O Insurance coverage. (d) If the Company ceases to maintain D&O Insurance, the Company shall notify Indemnitee in writing of such cessation within three (3) calendar days of the earlier of Promptly after (i) learning of facts and circumstances which may give rise to a Proceeding, the date the Company determines to cease Corporation shall notify its D&O Insurance carriers, if such notice is required by the applicable insurance policies, and any other insurance carrier providing applicable insurance coverage to the Corporation, of such facts and circumstances, or (ii) receiving notice of a Proceeding, whether from Indemnitee, or otherwise, the date Corporation shall give prompt notice to its D&O Insurance ceasescarriers, and any other insurance carriers providing applicable insurance coverage to the Corporation, in accordance with the requirements of the respective insurance policies. The Corporation shall, thereafter, take all appropriate action to cause such insurance carriers to pay on behalf of Indemnitee, all Expenses incurred or to be incurred, and liability incurred, by Indemnitee with respect to such Proceeding, in accordance with the terms of the applicable insurance policies.

Maintenance of D&O Insurance. (a) The Company hereby covenants and agrees with Indemnitee that, so long as Indemnitee shall continue to serve as a Director or an Officer of the Company and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal or investigative, by reason of the fact that Indemnitee was a Director or an Officer of the Company or any other entity which Indemnitee was serving at the request of the Company, the Company shall maintain in full force and effect (i) the directors’ ' and 94491503\V-5 officers’ ' liability insurance issued by the insurer and having the policy amount and deductible as currently in effect with respect to directors and officers of the Company or any of its subsidiaries and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that currently provided under such existing policy (collectively, “"D&O Insurance”"). (b) In all policies of D&O Insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s 's directors or officers most favorably insured by such policy. (c) Notwithstanding anything to the contrary set forth in (a) above, the Company shall have no obligation to maintain D&O Insurance if the Company determines in good faith that such insurance is not reasonably available, the premium cost for such insurance is disproportionate to the amount of coverage provided or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit. (d) If the Company ceases to maintain D&O Insurance, the Company shall notify Indemnitee in writing of such cessation within three (3) calendar days of the earlier of (i) the date the Company determines to cease D&O Insurance or (ii) the date D&O Insurance ceases.

Maintenance of D&O Insurance. (a) The Company hereby covenants and agrees with Indemnitee that, so long as Indemnitee shall continue to serve as a Director or an Officer or Director of the Company and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal or investigative, by reason of the fact that Indemnitee was a Director or an Officer or Director of the Company or any other entity which Indemnitee was serving at the request of the Company, the Company shall maintain in full force and effect (i) the directors’ ' and officers’ ' liability insurance issued by the insurer and having the policy amount and deductible as currently in effect with respect to directors and officers of the Company or any of its subsidiaries and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that currently provided under such existing policy (collectively, “"D&O Insurance”"). (b) In all policies of D&O Insurance, Indemnitee the officers and directors of the Company shall be named as an insured insureds in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s 's directors or officers most favorably insured by such policy. (c) Notwithstanding anything to the contrary set forth in (a) above, the Company shall have no obligation to maintain D&O Insurance if the Company determines in good faith that such insurance is not reasonably available, the premium cost for such insurance is disproportionate to the amount of coverage provided or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit. (d) If the Company ceases to maintain D&O Insurance, the Company shall notify Indemnitee in writing of such cessation within three (3) calendar days of the earlier of (i) the date the Company determines to cease D&O Insurance or (ii) the date D&O Insurance ceases.

Maintenance of D&O Insurance. (a) The Company hereby covenants and agrees with Indemnitee that, so long as Indemnitee shall continue to serve as a Director or an Officer or Director of the Company and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal or investigative, by reason of the fact that Indemnitee was a Director or an Officer or Director of the Company or any other entity which Indemnitee was serving at the request of the Company, the Company shall use commercially reasonable efforts to maintain in full force and effect (i) the directors’ and officers’ liability insurance issued by the insurer and having the policy amount and deductible as currently in effect with respect to directors and officers of the Company or any of its subsidiaries and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that currently provided under such existing policy (collectively, “D&O Insurance”). (b) In all policies of D&O Insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s directors or officers most favorably insured by such policy. (c) Notwithstanding anything to the contrary set forth in (a) above, the Company shall have no obligation to maintain D&O Insurance if the Company determines in good faith that such insurance is not reasonably available, the premium cost for such insurance is disproportionate to the amount of coverage provided or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit. (d) If the Company ceases to maintain D&O Insurance, the Company shall notify Indemnitee in writing of such cessation within three (3) calendar days of the earlier of (i) the date the Company determines to cease D&O Insurance or (ii) the date D&O Insurance ceases.

Maintenance of D&O Insurance. (a) The Company each hereby covenants and agrees with Indemnitee that, so long as Indemnitee shall continue to serve as a Director or an Officer or Director of the Company and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal or investigative, by reason of the fact that Indemnitee was a Director or an Officer or Director of the Company or any other entity which Indemnitee was serving at the request of the Company, the Company shall maintain in full force and effect effect (i) the directors’ ' and officers’ ' liability insurance issued by the insurer and having the policy amount and deductible as currently in effect with respect to directors and officers of the Company or any of its subsidiaries and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that currently provided under such existing policy (collectively, “"D&O Insurance”"). (b) In all policies of D&O Insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s 's directors or officers most favorably insured by such policy. (c) Notwithstanding anything to the contrary set forth in (a) above, the Company shall have no obligation to maintain D&O Insurance if the Company determines in good faith that such insurance is not reasonably available, the premium cost for such insurance is disproportionate to the amount of coverage provided or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit. (d) If the Company ceases to maintain D&O Insurance, the Company shall notify Indemnitee in writing of such cessation within three (3) calendar days of the earlier of (i) the date the Company determines to cease D&O Insurance or (ii) the date D&O Insurance ceases.is

Maintenance of D&O Insurance. (a) The Company and the Subsidiaries each hereby covenants and agrees with Indemnitee that, so long as Indemnitee shall continue to serve as a Director or an Officer or Director of the Company and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal or investigative, by reason of the fact that Indemnitee was a Director or an Officer or Director of the Company or any other entity which Indemnitee was serving at the request of the CompanyCompany or the Subsidiaries, the Company and the Subsidiaries shall maintain in full force and effect (i) the directors’ ' and officers’ ' liability insurance issued by the insurer and having the policy amount and deductible as currently in effect with respect to directors and officers of the Company or any of its subsidiaries and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that currently provided under such existing policy (collectively, “"D&O Insurance”"). (b) In all policies of D&O Insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s 's directors or officers most favorably insured by such policy. (c) Notwithstanding anything to the contrary set forth in (a) above, the Company and the Subsidiaries shall have no obligation to maintain D&O Insurance if the Company determines and the Subsidiaries determine in good faith that such insurance is not reasonably available, the premium cost for such insurance is disproportionate to the amount of coverage provided or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit. (d) If the Company ceases to maintain D&O Insurance, the Company shall notify Indemnitee in writing of such cessation within three (3) calendar days of the earlier of (i) the date the Company determines to cease D&O Insurance or (ii) the date D&O Insurance ceases.

Maintenance of D&O Insurance. (a) The Company hereby covenants and agrees with Indemnitee that, so long as Indemnitee shall continue to serve as a Director or an Officer of the Company and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal or investigative, by reason of the fact represents that Indemnitee was a Director or an Officer of the Company or any other entity which Indemnitee was serving at the request of the Company, the Company shall maintain it presently has in full force and effect (i) the directors’ and officers’ liability insurance issued by covering the insurer and having the policy amount and deductible as currently in effect with respect to directors and officers of the Company or any of its subsidiaries and (ii“D&O Insurance”) any replacement or substitute under the policies issued by one or more reputable insurers providing in all respects coverage at least comparable to with the insurance carriers, and in the same amount as that currently provided under such existing policy amounts set forth on Annex A (collectively, the “D&O InsuranceInsurance Policies”). (b) The Company shall, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company with coverage for Expenses from wrongful acts, or to ensure the Company’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. (c) In all policies of D&O Insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits, subject to the same limitations, benefits as are accorded to the Company’s directors or officers most favorably insured by such policyof the Company’s directors, if the Indemnitee is a director; or as are accorded to the most favorably insured of the Company’s officers, if the Indemnitee is not a director of the Company but is an officer; or as are accorded to the most favorably insured of the Company’s key employees, if the Indemnitee is not an officer or director but is a key employee. (cd) Notwithstanding anything to the contrary set forth foregoing, except as provided below in (aSection 9(f) abovein the event of a Change in Control, the Company shall have no obligation to obtain or maintain D&O Insurance if coverage at least comparable to that provided by the Insurance Policies. All decisions as to whether and to what extent the Company determines maintains D&O Insurance shall be made by the Board in good faith that such insurance is not reasonably available, the premium cost for such insurance is disproportionate to the amount of coverage provided or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefitits sole and absolute discretion. (de) If the Company ceases Promptly after (i) learning of facts and circumstances which may give rise to maintain D&O Insurancea Proceeding, the Company shall notify Indemnitee in writing its D&O Insurance carriers, if such notice is required by the applicable insurance policies, and any other insurance carrier providing applicable insurance coverage to the Company, of such cessation within three facts and circumstances, or (3ii) calendar days receiving notice of a Proceeding, whether from the earlier Indemnitee, or otherwise, the Company shall give prompt notice to its D&O Insurance carriers, and any other insurance carriers providing applicable insurance coverage to the Company, in the case of (i) and (ii), in accordance with the date requirements of the respective insurance policies. The Company shall, thereafter, take all necessary or appropriate action to cause such insurance carriers to pay, on behalf of the Indemnitee, all Expenses incurred or to be incurred, and liability incurred, by the Indemnitee with respect to such Proceeding, in accordance with the terms of the applicable insurance policies. (f) At or prior to any Change in Control, the Company determines shall obtain a prepaid, fully-earned and non-cancellable “tail” directors’ and officers’ liability insurance policy in respect of acts or omissions occurring at or prior to cease the Change in Control with a claims period of six (6) years from the Change in Control, covering the Indemnitee, to the extent that the Indemnitee is covered by D&O Insurance or (ii) immediately prior to the date Change in Control, with the coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers of the Company and its subsidiaries than those of the D&O Insurance ceasesin effect immediately prior to such Change in Control; provided, however, that the aggregate premium therefor is not in excess of 200% of the annual premium then paid by the Company for coverage for its then current policy year for such insurance, and if the premium therefor would be in excess of such amount, the Company shall purchase such “tail” policy with the greatest coverage available as to matters occurring prior to the Change in Control as is available for a cost not exceeding that premium amount. Any such tail policy may not be amended, modified, cancelled or revoked after the Change in Control by the Company or any successor thereto in any manner that is adverse to the Indemnitee.

Maintenance of D&O Insurance. (a) The Company hereby covenants Corporation represents that it presently has in force and effect D&O Insurance coverage under the policies with the insurance carriers, and in the amounts set forth on Attachment A (the "Insurance Policies"). (b) The Corporation agrees with Indemnitee that, so long as Indemnitee shall continue to serve as a Director or in an Officer of the Company Official Capacity, and thereafter for so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal or investigative, Proceeding by reason of the fact that Indemnitee was a Director of, or an Officer of the Company or in any other entity which Indemnitee was serving at the request of the Companyway related to, Indemnitee's Official Capacity, the Company shall Corporation will purchase, at its sole expense, and maintain in full force and effect (i) for the directors’ and officers’ liability insurance issued by the insurer and having the policy amount and deductible as currently in effect with respect to directors and officers benefit of the Company or any of its subsidiaries and (ii) any replacement or substitute policies issued by Indemnitee one or more reputable insurers providing valid, binding and enforceable policies of D&O Insurance providing, in all respects respects, coverage at least comparable to that presently provided pursuant to the Insurance Policies. All decisions as to whether and in to what extent the same amount as that currently provided under such existing policy (collectively, “Corporation maintains D&O Insurance”). (b) In all policies of D&O Insurance, Indemnitee Insurance shall be named as an insured in such a manner as to provide Indemnitee made by the same rights and benefits, subject to Board of Directors of the same limitations, as are accorded to the Company’s directors or officers most favorably insured by such policyCorporation. (c) Notwithstanding anything to the contrary set forth in (a) above, the Company shall have no obligation to maintain D&O Insurance if the Company determines in good faith that such insurance is not reasonably available, the premium cost for such insurance is disproportionate to the amount of coverage provided or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit. (d) If the Company ceases to maintain D&O Insurance, the Company shall notify Indemnitee in writing of such cessation within three (3) calendar days of the earlier of Promptly after (i) learning of facts and circumstances which may give rise to a Proceeding, the date the Company determines to cease Corporation shall notify its D&O Insurance carriers, if such notice is required by the applicable insurance policies, and any other insurance carrier providing applicable insurance coverage to the Corporation, of such facts and circumstances, or (ii) receiving notice of a Proceeding, whether from Indemnitee, or otherwise, the date Corporation shall give prompt notice to its D&O Insurance ceasescarriers, and any other insurance carriers providing applicable insurance coverage to the Corporation, in accordance with the requirements of the respective insurance policies. The Corporation shall, thereafter, take all appropriate action to cause such insurance carriers to pay on behalf of Indemnitee, all Expenses incurred or to be incurred, and liability incurred, by Indemnitee with respect to such Proceeding, in accordance with the terms of the applicable insurance policies.

Maintenance of D&O Insurance. (a) The Company hereby covenants Corporation represents that it presently has in force and effect D&O Insurance coverage under the policies with the insurance carriers, and in the amounts set forth on Attachment A (the “Insurance Policies”). (b) The Corporation agrees with Indemnitee that, so long as Indemnitee shall continue to serve as a Director or in an Officer of the Company Official Capacity, and thereafter thereafter, for so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal or investigative, Proceeding by reason of the fact that Indemnitee was a Director of, or an Officer of the Company or in any other entity which Indemnitee was serving at the request of the Companyway related to, Indemnitee's Official Capacity, the Company shall Corporation will purchase, at its sole expense, and maintain in full force and effect (i) for the directors’ and officers’ liability insurance issued by the insurer and having the policy amount and deductible as currently in effect with respect to directors and officers benefit of the Company or any of its subsidiaries and (ii) any replacement or substitute policies issued by Indemnitee one or more reputable insurers providing valid, binding and enforceable policies of D&O Insurance providing, in all respects respects, coverage at least comparable to that presently provided pursuant to the Insurance Policies. All decisions as to whether and in to what extent the same amount as that currently provided under such existing policy (collectively, “Corporation maintains D&O Insurance”). (b) In all policies of D&O Insurance, Indemnitee Insurance shall be named as an insured in such a manner as to provide Indemnitee made by the same rights and benefits, subject to Board of Directors of the same limitations, as are accorded to the Company’s directors or officers most favorably insured by such policyCorporation. (c) Notwithstanding anything to the contrary set forth in (a) above, the Company shall have no obligation to maintain D&O Insurance if the Company determines in good faith that such insurance is not reasonably available, the premium cost for such insurance is disproportionate to the amount of coverage provided or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit. (d) If the Company ceases to maintain D&O Insurance, the Company shall notify Indemnitee in writing of such cessation within three (3) calendar days of the earlier of Promptly after (i) learning of facts and circumstances which may give rise to a Proceeding, the date the Company determines to cease Corporation shall notify its D&O Insurance carriers, if such notice is required by the applicable insurance policies, and any other insurance carrier providing applicable insurance coverage to the Corporation, of such facts and circumstances, or (ii) receiving notice of a Proceeding, whether from Indemnitee, or otherwise, the date Corporation shall give prompt notice to its D&O Insurance ceasescarriers, and any other insurance carriers providing applicable insurance coverage to the Corporation, in accordance with the requirements of the respective insurance policies. The Corporation shall, thereafter, take all appropriate action to cause such insurance carriers to pay on behalf of Indemnitee, all Expenses incurred or to be incurred, and liability incurred, by Indemnitee with respect to such Proceeding, in accordance with the terms of the applicable insurance policies.

Maintenance of D&O Insurance. (a) The Subject to Section 15(c) below, the Company and the Subsidiary each hereby covenants and agrees with Indemnitee that, so long as Indemnitee shall continue to serve as a Director or an Officer or Director of the Company and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal or investigative, by reason of the fact that Indemnitee was a Director or an Officer or Director of the Company or any other entity which Indemnitee was serving at the request of the CompanyCompany or the Subsidiary, the Company and the Subsidiary shall maintain in full force and effect (i) the directors’ ' and officers’ ' liability insurance issued by the insurer and having the policy amount and deductible as currently in effect with respect to directors Directors and officers Officers of the Company or any of its subsidiaries and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that currently provided under such existing policy (collectively, “"D&O Insurance”"). (b) In all policies of D&O Insurance, Indemnitee the Officers and Directors of the Company shall be named as an insured insureds in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s 's directors or officers most favorably insured by such policy. (c) Notwithstanding anything to the contrary set forth in (a) above, the Company and the Subsidiary shall have no obligation to maintain D&O Insurance if the Company determines and the Subsidiary determine in good faith that such insurance is not reasonably available, the premium cost for such insurance is disproportionate to the amount of coverage provided or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit. (d) If the Company ceases to maintain D&O Insurance, the Company shall notify Indemnitee in writing of such cessation within three (3) calendar days of the earlier of (i) the date the Company determines to cease D&O Insurance or (ii) the date D&O Insurance ceases.

Maintenance of D&O Insurance. (a) The Company Corporation hereby covenants and agrees with Indemnitee that, so long as the Indemnitee shall continue to serve as a Director member of its Board of Directors or an Officer officer, employee, controlling person, agent or fiduciary of the Company Corporation and thereafter so long as the Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal or investigative, Proceeding by reason of the fact that the Indemnitee was a Director member of its Board of Directors or an Officer officer, employee, controlling person, agent or fiduciary of the Company or any other entity which Indemnitee was serving at the request of the CompanyCorporation, the Company Corporation shall promptly maintain in full force and effect (i) D&O Insurance in reasonable amounts from established and reputable insurers, provided that D&O Insurance is available to the directors’ and officers’ liability insurance issued by the insurer and having the policy amount and deductible as currently in effect with respect to directors and officers of the Company or any of its subsidiaries and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that currently provided under such existing policy (collectively, “D&O Insurance”). (b) Corporation on commercially reasonable terms. In all policies of D&O Insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits, subject to the same limitations, benefits as are accorded to the Company’s directors or officers most favorably insured by of the Corporation’s directors, if the Indemnitee is a director; or of the Corporation’s officers, if the Indemnitee is not a director of the corporation but is an officer; or of the Corporation’s key employees, if the Indemnitee is not a director or officer of the Corporation and the D&O Insurance names key employees as insureds. If the Indemnitee is not a director, officer or an employee of the Company, but rather is another agent of the Company, the Indemnitee shall have the rights and benefits, if any, under the D&O Insurance as are reasonable and customary for agents serving in such policy. (c) Notwithstanding anything a capacity. If the Corporation decides to allow D&O Insurance coverage to lapse because D&O Insurance is not available to the contrary set forth in (a) aboveCorporation on commercially reasonable terms, the Company Corporation shall have no obligation to maintain D&O Insurance if the Company determines so notify Indemnitee as soon as reasonably practicable. Upon any Change in good faith that such insurance is not reasonably availableControl, the premium cost Corporation shall obtain continuation and/or “tail” coverage consistent with the foregoing provisions for such insurance is disproportionate to a period of no less than six years following the amount of coverage provided or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit. (d) If the Company ceases to maintain D&O Insurance, the Company shall notify Indemnitee in writing date of such cessation within three (3) calendar days of the earlier of (i) the date the Company determines to cease D&O Insurance or (ii) the date D&O Insurance ceasesChange in Control.

Maintenance of D&O Insurance. (a) The Company hereby covenants and agrees with Indemnitee that, so long as Indemnitee shall continue to serve as a Director or an Officer of the Company and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal or investigative, by reason of the fact represents that Indemnitee was a Director or an Officer of the Company or any other entity which Indemnitee was serving at the request of the Company, the Company shall maintain it presently has in full force and effect (i) D&O Insurance coverage under the directors’ and officers’ liability policies with the insurance issued by the insurer and having the policy amount and deductible as currently in effect with respect to directors and officers of the Company or any of its subsidiaries and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to carriers, and in the same amount as that currently provided under such existing policy amounts set forth on Attachment A (collectively, “D&O Insurance”the "Insurance Policies"). (b) The Company shall, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company with coverage for losses from wrongful acts, or to ensure the Company’s performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of D&O Insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, benefits as are accorded to the Company’s directors or officers most favorably insured by such policyof the Company’s directors, if Indemnitee is a director; or of the Company’s officers, if Indemnitee is not a director of the Company but is an officer; or of the Company’s key employees, if Indemnitee is not an officer or director but is a key employee. (c) Notwithstanding anything to the contrary set forth in (a) aboveforegoing, the Company shall have no obligation to obtain or maintain D&O Insurance coverage at least comparable to that provided by the Insurance Policies if the Company determines in good faith that such insurance said D&O Insurance is not reasonably available, if, in the reasonable business judgment of a two-thirds (⅔) majority of the members of the Board, the premium cost costs for such insurance is D&O Insurance are substantially disproportionate to the amount of coverage provided or provided, if the coverage provided by such insurance D&O Insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a parent or subsidiary of the Company. All decisions as to whether and to what extent the Company maintains D&O Insurance shall be made by the Board in its sole and absolute discretion. In making any determination to eliminate or reduce coverage, the Board shall seek the advice of independent legal counsel or other advisors experienced in the review and analysis of D&O Insurance coverage. The Company will provide the Indemnitee at least 30 days prior written notice of the termination, expiration or non-continuation of any of the Insurance Policies. (d) If the Company ceases Promptly after (i) learning of facts and circumstances which may give rise to maintain D&O Insurancea Proceeding, the Company shall notify Indemnitee in writing its D&O Insurance carriers, if such notice is required by the applicable insurance policies, and any other insurance carrier providing applicable insurance coverage to the Company, of such cessation within three (3) calendar days of the earlier of (i) the date the Company determines to cease D&O Insurance facts and circumstances, or (ii) receiving notice of a Proceeding, whether from Indemnitee, or otherwise, the date Company shall give prompt notice to its D&O Insurance ceasescarriers, and any other insurance carriers providing applicable insurance coverage to the Company, in accordance with the requirements of the respective insurance policies. The Company shall, thereafter, take all appropriate action to cause such insurance carriers to pay on behalf of Indemnitee, all Expenses incurred or to be incurred, and liability incurred, by Indemnitee with respect to such Proceeding, in accordance with the terms of the applicable insurance policies.

Maintenance of D&O Insurance. (a) The Company represents that it presently has in force and effect policies of D&O Insurance with insurance companies and amounts as set forth on Exhibit A (the “Current Insurance Policies”). If, at the time of the receipt of a notice of the commencement of a Proceeding, the Company has these or other D&O Insurance policies in effect, the Company shall give prompt notice of the commencement of such Proceeding to the issuer(s) in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all reasonable 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 the policies. (b) The Company hereby covenants and agrees with Indemnitee that, so as long as Indemnitee shall continue continues to serve as a Director or an Officer director of the Company and thereafter so as long as Indemnitee shall may be subject to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal or investigative, by reason of the fact that Indemnitee was a Director or an Officer of the Company or any other entity which Indemnitee was serving at the request of the Company, the Company subject to subsection (d) below, shall maintain in full force and effect (i) the directors’ and officers’ liability insurance issued by the insurer and having the policy amount and deductible as currently in effect with respect to directors and officers of the Company or any of its subsidiaries and (ii) any replacement or substitute policies issued by one or more reputable insurers providing D&O Insurance providing, in all respects respects, coverage at least comparable to and in that presently provided pursuant to the same amount as that currently provided under such existing policy (collectively, “D&O Insurance”)Current Insurance Policies. (bc) In all policies of D&O InsuranceInsurance policies, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, benefits as are accorded to the most favorably insured of the Company’s directors or officers most favorably insured by such policyand officers. (cd) Notwithstanding anything to the contrary set forth in (a) aboveforegoing, the Company shall have no obligation to obtain or maintain D&O Insurance if the Company Company, through its Board of Directors, determines in good faith that such insurance is not reasonably available, the premium cost costs for such insurance is are disproportionate to the amount of coverage provided or provided, the coverage provided by such insurance is so limited by exclusions so as to provide that it provides an insufficient benefit. (d) If the Company ceases to maintain D&O Insurance, the Company shall notify benefit or Indemnitee in writing of such cessation within three (3) calendar days is covered by similar insurance maintained by a subsidiary of the earlier of (i) the date the Company determines to cease D&O Insurance or (ii) the date D&O Insurance ceasesCompany.

Maintenance of D&O Insurance. (a) The Company Corporation hereby covenants and agrees with Indemnitee that, so long as the Indemnitee shall continue to serve as a Director member of its Board of Directors or an Officer officer, employee, controlling person, agent or fiduciary of the Company Corporation and thereafter so long as the Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal or investigative, Proceeding by reason of the fact that the Indemnitee was a Director member of its Board of Directors or an Officer officer, employee, controlling person, agent or fiduciary of the Company or any other entity which Indemnitee was serving at the request of the CompanyCorporation, the Company Corporation shall promptly maintain in full force and effect (i) the directors’ ' and officers’ ' liability insurance issued by the insurer and having the policy amount and deductible as currently in effect with respect to directors and officers of the Company or any of its subsidiaries and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that currently provided under such existing policy (collectively, “"D&O Insurance”). (b") in reasonable amounts from established and reputable insurers, provided that D&O Insurance is available to the Corporation on commercially reasonable terms. In all policies of D&O Insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits, subject to the same limitations, benefits as are accorded to the Company’s directors or officers most favorably insured by such policy. (c) Notwithstanding anything of the Corporation's directors, if the Indemnitee is a director; or of the Corporation's officers, if the Indemnitee is not a director of the corporation but is an officer; or of the Corporation's key employees, if the Indemnitee is not a director or officer of the Corporation. If the Corporation decides to allow D&O Insurance coverage to lapse because D&O Insurance is not available to the contrary set forth in (a) aboveCorporation on commercially reasonable terms, the Company Corporation shall have no obligation to maintain D&O Insurance if the Company determines so notify Indemnitee as soon as reasonably practicable. Upon any Change in good faith that such insurance is not reasonably availableControl, the premium cost Corporation shall obtain continuation and/or "tail" coverage for such insurance is disproportionate to Indemnitee for a period of no less than six years following the amount of coverage provided or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit. (d) If the Company ceases to maintain D&O Insurance, the Company shall notify Indemnitee in writing date of such cessation within three (3) calendar days of the earlier of (i) the date the Company determines to cease D&O Insurance or (ii) the date D&O Insurance ceasesChange in Control.

Maintenance of D&O Insurance. (a) The Company Corporation hereby covenants and agrees with Indemnitee that, so long as Indemnitee shall continue to serve as a Director director or an Officer officer of the Company Corporation and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal or investigative, by reason of the fact that Indemnitee was a Director or an Officer of the Company or any other entity which Indemnitee was serving at the request of the CompanyIndemnitee's Corporate Status, the Company Corporation shall maintain in full force and effect effect (i) the directors’ ' and officers’ ' liability insurance issued by the insurer and having the policy amount and deductible as currently in effect with respect to directors and officers of the Company or any of its subsidiaries Corporation, and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that currently provided under such existing policy (collectively, “"D&O Insurance”"). (b) In all policies of D&O Insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s Corporation's directors or officers most favorably insured by such policy. (c) Notwithstanding anything to the contrary set forth in (a) above, the Company Corporation shall have no obligation to maintain D&O Insurance if the Company Corporation determines in good faith that such insurance is not reasonably available, the premium cost for such insurance is disproportionate to the amount of coverage provided or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit. (d) If the Company ceases to maintain D&O Insurance, the Company shall notify Indemnitee in writing of such cessation within three (3) calendar days of the earlier of (i) the date the Company determines to cease D&O Insurance or (ii) the date D&O Insurance ceases.

Maintenance of D&O Insurance. (a) The Company hereby covenants and agrees with Indemnitee that, so long as Indemnitee shall continue to serve as a Director or an Officer or Director of the Company and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding, whether civil, criminal or investigative, by reason of the fact that Indemnitee was a Director or an Officer or Director of the Company or any other entity which Indemnitee was serving at the request of the Company, the Company shall maintain in full force and effect (i) the directors’ ' and officers’ ' liability insurance issued by the insurer and having the policy amount and deductible as currently in effect with respect to directors and officers of the Company or any of its subsidiaries and (ii) any replacement or substitute policies issued by one (1) or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that currently provided under such existing policy (collectively, “"D&O Insurance”INSURANCE"). (b) In all policies of D&O Insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s 's directors or officers most favorably insured by such policy. (c) Notwithstanding anything to the contrary set forth in (a) above, the Company shall have no obligation to maintain D&O Insurance if the Company determines in good faith that such insurance is not reasonably available, the premium cost costs for such insurance is disproportionate to the amount of coverage provided or the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit. (d) If the Company ceases to maintain D&O Insurance, the Company shall notify Indemnitee in writing of such cessation within three (3) calendar days of the earlier of (i) the date the Company determines to cease D&O Insurance or (ii) the date D&O Insurance ceases.