Common use of Maintenance of Liability Insurance Clause in Contracts

Maintenance of Liability Insurance. (a) The Company hereby covenants and agrees that, so long as the Indemnitee shall continue to serve as an Agent and thereafter so long as the Indemnitee shall be subject to any possible Proceeding by reason of the fact that the Indemnitee was an Agent, the Company, subject to Section 3(c), shall promptly obtain and maintain in full force and effect D&O Insurance in reasonable amounts from established and reputable insurers. (b) 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 as are accorded to the most favorably insured of the Company's directors, if the Indemnitee is a director, or of the Company's officers, if the Indemnitee is not a director of the Company but is an officer, or of the Company's employees, if the Indemnitee is not an officer or director of the Company but is an employee of the Company, or of the Company's agents, if the Indemnitee is not an officer, director or employee of the Company but is an agent. (c) Notwithstanding the foregoing, the Company 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 costs for such insurance are disproportionate to the amount of coverage provided, the coverage provided by such insurance is so limited by exclusions that there is insufficient benefit from such insurance, or the Indemnitee is covered by similar insurance maintained by a Subsidiary.

Maintenance of Liability Insurance. (a) The Company hereby covenants and agrees thatshall, so long as from time to time, make the Indemnitee shall continue good faith determination whether or not it is practicable for the Company to serve as an Agent and thereafter so long as the Indemnitee shall be subject to any possible Proceeding by reason of the fact that the Indemnitee was an Agent, the Company, subject to Section 3(c), shall promptly obtain and maintain in full force a policy or policies of insurance with reputable insurance companies providing the officers and effect D&O Insurance in reasonable amounts directors of the Company with coverage for losses from established and reputable insurers. (b) 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 Insurancedirector and officer liability insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's ’s directors, if the Indemnitee is a director, or of the Company's ’s officers, if the Indemnitee is not a director of the Company but is an officer, or of the Company's employees, if the Indemnitee is not an officer or director of the Company but is an employee of the Company, or of the Company's agents, if the Indemnitee is not an officer, director or employee of the Company but is an agent. (c) . Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain D&O such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage providedproved, if the coverage provided by such insurance is so limited by exclusions that there is so as to provide an insufficient benefit from such insurancebenefit, or the if Indemnitee is covered by similar insurance maintained by a Subsidiaryparent or Subsidiary of the Company.

Maintenance of Liability Insurance. (a) The Company hereby covenants and agrees that, so as long as the Indemnitee shall continue continues to serve as an Agent a director and/or officer of the Company and/or any wholly owned subsidiary and thereafter so as long as the Indemnitee shall may be subject to any possible Proceeding by reason of the fact that the Indemnitee was an AgentProceeding, the Company, subject to Section 3(c)subsection (c) below, shall promptly obtain and maintain in full force and effect directors’ and officers’ liability insurance (“D&O Insurance Insurance”) in reasonable amounts from established and reputable insurers. (b) In all policies of D&O InsuranceInsurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if the Indemnitee is a director, or of the Company's officers, if the Indemnitee is not a director directors and officers of the Company but is an officer, or of the Company's employees, if the Indemnitee is not an officer or director of the Company but is an employee of the Company, or of the Company's agents, if the Indemnitee is not an officer, director or employee of the Company but is an agentand its wholly owned subsidiaries. (c) Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain D&O insurance Insurance if the Company determines determines, in good faith its sole discretion, that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of coverage provided, the coverage provided by such insurance is so limited by exclusions that there is it provides an insufficient benefit from such insurancebenefit, or the Indemnitee is covered by similar insurance maintained by a Subsidiarysubsidiary of the Company. If the Company makes such a determination, it shall notify the Indemnitee within 30 calendar days.

Maintenance of Liability Insurance. (a) The Company hereby covenants and agrees that, so long as the Indemnitee shall continue to serve as an Agent and thereafter so long as the Indemnitee shall be subject to any possible Proceeding by reason of the fact that the Indemnitee was an Agent, the Company, subject to Section 3(c), shall promptly obtain and maintain in full force and effect D&O Insurance in reasonable amounts from established and reputable insurers. (b) 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 as are accorded to the most favorably insured of the Company's directors, if the Indemnitee is a director, or of the Company's officers, if the Indemnitee is not a director of the Company but is an officer, or of the Company's employees, if the Indemnitee is not an officer or director of the Company but is an employee of the Company, or of the Company's agents, if the Indemnitee is not an officer, director or employee of the Company but is an agent. (c) Notwithstanding the foregoing, the Company 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 costs for such insurance are disproportionate to the amount of coverage provided, the coverage provided by such insurance is so limited by exclusions that there is insufficient benefit from such insurance, or the Indemnitee is covered by similar insurance maintained by a Subsidiary.

Maintenance of Liability Insurance. (a) The Company hereby covenants and agrees that, so as long as the Indemnitee shall continue continues to serve as an Agent a [director] [and] [officer] of the Company and thereafter so as long as the Indemnitee shall may be subject to any possible Proceeding by reason of the fact that the Indemnitee was an AgentProceeding, the Company, subject to Section 3(c)subsection (c) below, shall promptly obtain and maintain in full force and effect directors' and officers' liability insurance ("D&O Insurance Insurance") in reasonable amounts from established and reputable insurers. (b) In all policies of D&O InsuranceInsurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if the Indemnitee is a director, or of the Company's directors [and officers, if the Indemnitee is not a director of the Company but is an officer, or of the Company's employees, if the Indemnitee is not an officer or director of the Company but is an employee of the Company, or of the Company's agents, if the Indemnitee is not an officer, director or employee of the Company but is an agent]. (c) Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain D&O insurance Insurance if the Company determines determines, in good faith its sole discretion, that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of coverage provided, the coverage provided by such insurance is so limited by exclusions that there is it provides an insufficient benefit from such insurancebenefit, or the Indemnitee is covered by similar insurance maintained by a Subsidiarysubsidiary of the Company.

Maintenance of Liability Insurance. (a) The Company hereby covenants and agrees thatshall, so long as from time to time, make the Indemnitee shall continue good faith determination whether or not it is practicable for the Company to serve as an Agent and thereafter so long as the Indemnitee shall be subject to any possible Proceeding by reason of the fact that the Indemnitee was an Agent, the Company, subject to Section 3(c), shall promptly obtain and maintain in full force a policy or policies of insurance with reputable insurance companies providing the officers and effect D&O Insurance in reasonable amounts directors of the Company with coverage for losses from established and reputable insurers. (b) 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 Insurancedirector and officer liability insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if the Indemnitee is a director, or of the Company's officers, if the Indemnitee is not a director of the Company but is an officer, or of the Company's employees, if the Indemnitee is not an officer or director of the Company but is an employee of the Company, or of the Company's agents, if the Indemnitee is not an officer, director or employee of the Company but is an agent. (c) . Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain D&O such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage providedproved, if the coverage provided by such insurance is so limited by exclusions that there is so as to provide an insufficient benefit from such insurancebenefit, or the if Indemnitee is covered by similar insurance maintained by a Subsidiary.parent or Subsidiary of the Company

Maintenance of Liability Insurance. (a) The Subject to Section 4 hereof, the Company hereby covenants and agrees that, that so long as the Indemnitee shall continue to serve as an Agent a director of the Company and thereafter so long as the Indemnitee shall be subject to any possible Proceeding by reason of the fact that the Indemnitee was an AgentProceeding, the Company, subject to Section 3(c9(B), shall promptly use reasonable commercial efforts to obtain and maintain in full force and effect D&O Insurance in reasonable amounts from established directors’ and reputable insurers. officers’ liability insurance (b) In all policies of “D&O Insurance, the Indemnitee shall be named as an insured in such a manner as to provide ”) which provides the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's ’s directors, if the Indemnitee is a director, or of the Company's officers, if the Indemnitee is not a director of the Company but is an officer, or of the Company's employees, if the Indemnitee is not an officer or director of the Company but is an employee of the Company, or of the Company's agents, if the Indemnitee is not an officer, director or employee of the Company but is an agent. (cb) Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain D&O insurance Insurance if the Company determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of coverage provided, the coverage provided by such insurance is so limited by exclusions that there is so as to provide an insufficient benefit from such insurancebenefit, or the Indemnitee is covered by similar insurance maintained by a Subsidiarysubsidiary or parent of the Company. 5 (c) If, at the time of the receipt of a notice of a claim pursuant to Section 8 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

Maintenance of Liability Insurance. (a) The Company hereby covenants and agrees that, so long as the Indemnitee shall continue to serve as an Agent agent of the Company and thereafter so long as the Indemnitee shall be subject to any possible Proceeding proceeding by reason of the fact that the Indemnitee was an Agentagent of the Company, the Company, subject to Section 3(c), shall promptly obtain and maintain in full force and effect directors' and officers' liability insurance ("D&O Insurance Insurance") in reasonable amounts from established and reputable insurers. (b) 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 as are accorded to the most favorably insured of the Company's directors, if the Indemnitee is a director, ; or of the Company's officers, if the Indemnitee is not a director of the Company but is an officer, ; or of the Company's key employees, if the Indemnitee is not an officer or director of the Company but is an employee of the Company, or of the Company's agents, if the Indemnitee is not an officer, director or employee of the Company but is an agenta key employee. (c) Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain D&O insurance Insurance if the Company determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of coverage provided, the coverage provided by such insurance is so limited by exclusions that there is so as to provide an insufficient benefit from such insurancebenefit, or the Indemnitee is covered by similar insurance maintained by a Subsidiarysubsidiary of the Company.

Maintenance of Liability Insurance. (a) The Company hereby covenants and agrees that, so long as the Indemnitee shall continue to serve as an Agent a director or officer of the Company, and thereafter so long as the Indemnitee shall be subject to any possible Proceeding by reason of claims based on the fact that the Indemnitee was a director, officer, employee, agent, or trustee of the Company or was serving at the request of, for the convenience of, or to represent the interests of the Company as a director, officer, employee, agent, or trustee of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to one or more Subsidiaries of the Company and service with respect to an Agent, the Companyemployee benefit plan, subject to Section 3(c18(c), shall promptly obtain and maintain in full force and effect D&O Insurance directors’ and officers’ liability insurance in reasonable amounts from established and reputable insurers. (b) In all policies of D&O Insurancedirectors’ and officers’ liability, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's ’s directors, if the Indemnitee is a director, or of the Company's ’s officers, if the Indemnitee is not a director of the Company but is an officer, or of the Company's employees, if the Indemnitee is not an officer or director of the Company but is an employee of the Company, or of the Company's agents, if the Indemnitee is not an officer, director or employee of the Company but is an agent. (c) Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain D&O directors’ and officers’ liability insurance if the Company determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of coverage provided, the coverage provided by such insurance is so limited by exclusions that there is so as to provide an insufficient benefit from such insurancebenefit, or the Indemnitee is covered by similar insurance maintained by a Subsidiarysubsidiary of the Company.

Maintenance of Liability Insurance. (a) The Company hereby covenants and agrees with Indemnitee that, so long as the Indemnitee shall continue to serve as an Agent and thereafter so long as the Indemnitee shall be subject to any possible Proceeding by reason of the fact that the Indemnitee was an Agent, the Company, subject to Section 3(c2(b), the Company shall promptly obtain and maintain in full force and effect directors’ and officers’ liability insurance (“D&O Insurance Insurance”), in reasonable amounts as the Board of Directors shall determine from established and reputable insurers. insurers with an AM Best rating of X.XX or better (b) or a substantially equivalent rating from S&P and/or Xxxxx’x), but no less than the amounts in effect upon initial procurement of the D&O Insurance. In all policies of D&O Insurance, the Indemnitee (by reference to his or her position) shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if the Indemnitee is a director, or of the Company's officers, if the Indemnitee is not a director of the Company but is an officer, or of the Company's employees, if the Indemnitee is not an officer or director of the Company but is an employee of the Company, or of the Company's agents, if the Indemnitee is not an officer, director or employee of the Company but is an agentinsured. (cb) Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain D&O insurance Insurance if the Company determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are (i) disproportionate to the amount of coverage providedprovided after giving effect to exclusions, and (ii) substantially more burdensome to the coverage provided Company than the premiums charged to the Company for its initial D&O Insurance. (c) To the extent the Company maintains liability insurance applicable to directors, officers, employees, agents or fiduciaries, Indemnitee shall be covered by such insurance is so limited by exclusions that there is insufficient benefit from policies in such insurancea manner as to provide Indemnitee the same rights and benefits as are provided to the most favorably insured of the Company’s directors, or the if Indemnitee is covered by similar insurance maintained by a Subsidiarydirector; 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, agents or fiduciaries, if Indemnitee is not an officer or director but is a key employee, agent or fiduciary.

Maintenance of Liability Insurance. (a) The Company hereby covenants convenants and agrees that, so long as the Indemnitee shall continue to serve as an Agent agent of the Company and thereafter so long for the period of five years following the termination of service as an officer or director of the Company, to the extent the Indemnitee shall be subject to any possible Proceeding proceeding by reason of the fact that the Indemnitee was an Agentagent of the Company, the Company, subject to Section 3(c), shall promptly obtain and maintain in full force and effect directors' and officers' liability insurance ("D&O Insurance Insurance") in reasonable amounts a minimum aggregate amount of $10 million for each policy year from established and reputable insurers. (b) 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 as are accorded to the most favorably insured of the Company's directors, if the Indemnitee is a director, ; or of the Company's officers, if the Indemnitee is not a director of the Company but is an officer, ; or of the Company's key employees, if the Indemnitee is not an officer or director of the Company but is an employee of the Company, or of the Company's agents, if the Indemnitee is not an officer, director or employee of the Company but is an agenta key employee. (c) Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain D&O insurance Insurance if the Company determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of coverage provided, the coverage provided by such insurance is so limited by exclusions that there is so as to provide an insufficient benefit from such insurancebenefit, or the Indemnitee is covered by similar insurance maintained by a Subsidiarysubsidiary of the Company.

Maintenance of Liability Insurance. (a) The Whether or not the Company hereby has the power to indemnify Indemnitee against expenses or liability, the Company hereby, covenants and agrees that, so long as the Indemnitee shall continue to serve as an Agent agent of the Company and thereafter so long as the Indemnitee shall be subject to any possible Proceeding proceeding by reason of the fact that the Indemnitee was an Agentagent of the Company, the Company, subject to Section 3(c)3(b) hereof, shall promptly use reasonable efforts to obtain and maintain in full force and effect directors' and officers' liability insurance ("D&O Insurance Insurance") in reasonable amounts from established and reputable insurers. (b) . 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 as are accorded to the most favorably insured of the Company's directors, if the Indemnitee is a director, ; or of the Company's officers, if the Indemnitee is not a director of the Company but is an officer, officer of the Company; or of the Company's key employees, if the Indemnitee is not an officer or director of the Company but is an a key employee of the Company, or of the Company's agents, if the Indemnitee is not an officer, director or employee of the Company but is an agent. (c) . Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain D&O insurance Insurance if the Company determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of coverage provided, the coverage provided by such insurance is so limited by exclusions that there is so as to provide an insufficient benefit from such insurancebenefit, or the Indemnitee is covered by similar insurance maintained by a Subsidiarysubsidiary of the Company.

Maintenance of Liability Insurance. (a) The Company hereby covenants and agrees that, so long as the Indemnitee shall continue to serve as an Agent of the Company and thereafter so long as the Indemnitee shall be subject to any possible Proceeding proceeding by reason of the fact that the Indemnitee was an Agent, Agent of the Company, subject to Section 3(c)7, the Company shall promptly obtain and maintain in full force and effect directors' and officers' liability insurance ("D&O Insurance Insurance") in reasonable amounts from established and reputable insurers. (b) 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 as are accorded to the most favorably insured of the Company's directors, if the Indemnitee is a director, ; or of the Company's officers, if the Indemnitee is not a director of the Company but is an officer, ; or of the Company's key employees, if the Indemnitee is not an officer or director of the Company but is an employee of the Company, or of the Company's agents, if the Indemnitee is not an officer, director or employee of the Company but is an agenta key employee. (c) Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain D&O insurance Insurance if the Company determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of coverage provided, the coverage provided by such insurance is so limited by exclusions that there is so as to provide an insufficient benefit from such insurancebenefit, or the Indemnitee is covered by similar insurance maintained by a SubsidiarySubsidiary of the Company.

Maintenance of Liability Insurance. (a) The Company hereby covenants and agrees that, so long as the Indemnitee shall continue to serve as an Agent of the Company and thereafter so long as the Indemnitee shall be subject to any possible Proceeding proceeding by reason of the fact that the Indemnitee was an Agent, Agent of the Company, subject to Section 3(c)7, the Company shall promptly obtain and maintain in full force and effect directors' and officers' liability insurance ("D&O Insurance Insurance") in reasonable amounts from established and reputable insurers. (b) 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 as are accorded to the most favorably insured of the Company's directors, if the Indemnitee is a director, ; or of the Company's officers, if the Indemnitee is not a director of the Company but is an officer, ; or of the Company's key employees, if the Indemnitee is not an officer or director of the Company but is an employee of the Company, or of the Company's agents, if the Indemnitee is not an officer, director or employee of the Company but is an agenta key employee. (c) Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain D&O insurance Insurance if the Company determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of coverage provided, the coverage provided by such insurance is so limited by exclusions that there is so as to provide an insufficient benefit from such insurancebenefit, or the Indemnitee is covered by similar insurance maintained by a Subsidiarysubsidiary of the Company.

Maintenance of Liability Insurance. (a) The Company hereby covenants convenants and agrees that, so long as the Indemnitee shall continue to serve as an Agent agent of the Company and thereafter so long for the period of five years following the termination of service as an officer or director of the Company, to the extent the Indemnitee shall be subject to any possible Proceeding proceeding by reason of the fact that the Indemnitee was an Agentagent of the Company, the Company, subject to Section 3(c), shall promptly obtain and maintain in full force and effect directors' and officers' liability insurance ("D&O Insurance Insurance") in reasonable amounts the amount of $30 million in the aggregate for each policy year from established and reputable insurers. (b) 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 as are accorded to the most favorably insured of the Company's directors, if the Indemnitee is a director, ; or of the Company's officers, if the Indemnitee is not a director of the Company but is an officer, ; or of the Company's key employees, if the Indemnitee is not an officer or director of the Company but is an employee of the Company, or of the Company's agents, if the Indemnitee is not an officer, director or employee of the Company but is an agenta key employee. (c) Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain D&O insurance Insurance if the Company determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of coverage provided, the coverage provided by such insurance is so limited by exclusions that there is so as to provide an insufficient benefit from such insurancebenefit, or the Indemnitee is covered by similar insurance maintained by a Subsidiarysubsidiary of the Company.

Maintenance of Liability Insurance. (a) The Subject to Section 4 hereof, the Company hereby covenants and agrees that, that so long as the Indemnitee shall continue to serve as an Agent a director of the Company and thereafter so long as the Indemnitee shall be subject to any possible Proceeding by reason of the fact that the Indemnitee was an AgentProceeding, the Company, subject to Section 3(c9(B), shall promptly use reasonable commercial efforts to obtain and maintain in full force and effect D&O Insurance in reasonable amounts from established directors’ and reputable insurers. officers’ liability insurance (b) In all policies of "D&O Insurance, the Indemnitee shall be named as an insured in such a manner as to provide ") which provides the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's ’s directors, if the Indemnitee is a director, or of the Company's officers, if the Indemnitee is not a director of the Company but is an officer, or of the Company's employees, if the Indemnitee is not an officer or director of the Company but is an employee of the Company, or of the Company's agents, if the Indemnitee is not an officer, director or employee of the Company but is an agent. (cb) Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain D&O insurance Insurance if the Company determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of coverage provided, the coverage provided by such insurance is so limited by exclusions that there is so as to provide an insufficient benefit from such insurancebenefit, or the Indemnitee is covered by similar insurance maintained by a Subsidiarysubsidiary or parent of the Company. (c) If, at the time of the receipt of a notice of a claim pursuant to Section 8 hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

Maintenance of Liability Insurance. (a) The Company Corporation hereby covenants and agrees that, so long as the Indemnitee shall continue to serve as an Agent agent of the Corporation and thereafter so long as the Indemnitee shall be subject to any possible Proceeding proceeding by reason of the fact that the Indemnitee was an Agentagent of the Corporation, the CompanyCorporation, subject to Section 3(c), shall promptly obtain and maintain in full force and effect directors’ and officers’ liability insurance (“D&O Insurance Insurance”), with reasonable coverage and in reasonable amounts amounts, from established and reputable insurers. (b) 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 as are accorded to the most favorably insured of the Company's Corporation’s directors, if the Indemnitee is a director, ; or of the Company's Corporation’s officers, if the Indemnitee is not a director of the Company Corporation but is an officer, ; or of the Company's Corporation’s key employees, if the Indemnitee is not an officer or director of the Company but is an employee of the Company, or of the Company's agents, if the Indemnitee is not an officer, director or employee of the Company but is an agenta key employee. (c) Notwithstanding the foregoing, the Company Corporation shall have no obligation to obtain or maintain D&O insurance Insurance if the Company Corporation determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of coverage provided, the coverage provided by such insurance is so limited by exclusions that there is so as to provide an insufficient benefit from such insurancebenefit, or the Indemnitee is covered by similar insurance maintained by a Subsidiarysubsidiary of the Corporation. In the event the Corporation makes any such determination, it shall promptly (but not later than 10 days thereafter) notify the Indemnitee of that fact, and the resulting consequences on the existence or availability of D&O Insurance, in writing.

Maintenance of Liability Insurance. (a) The Company hereby covenants and agrees that, so as long as the Indemnitee shall continue continues to serve as an Agent a director and/or officer of the Company and/or any Subsidiary and thereafter so as long as the Indemnitee shall may be subject to any possible Proceeding by reason of the fact that the Indemnitee was an AgentProceeding, the LA:326232-v2 Company, subject to Section 3(c)subsection (c) below, shall promptly obtain and maintain in full force and effect directors’ and officers’ liability insurance (“D&O Insurance Insurance”) in reasonable amounts from established and reputable insurersinsurers providing coverage. (b) In all policies of D&O InsuranceInsurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if the Indemnitee is a director, or of the Company's officers, if the Indemnitee is not a director directors and officers of the Company but is an officerand its Subsidiaries. Upon request, or of the Company's employees, if the Indemnitee is not an officer or director of the Company but is an employee will provide to Indemnitee copies of the Companyall directors' and officers' liability insurance applications, or of the Company's agentsbinders, if the Indemnitee is not an officerpolicies, director or employee of the Company but is an agentdeclarations, endorsements and other related materials. (c) Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain D&O insurance Insurance if the Company determines determines, in good faith its sole discretion, that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of coverage provided, the coverage provided by such insurance is so limited by exclusions that there is it provides an insufficient benefit from such insurancebenefit, or the Indemnitee is covered by similar insurance maintained by a SubsidiarySubsidiary of the Company. If the Company makes such a determination, it shall notify the Indemnitee 30 calendar days prior to discontinuing coverage.