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 director and officer liability insurance or similar insurance with a reputable insurance company providing the Indemnitee with coverage for losses from wrongful acts in connection with such Indemnitee’s service as a director, officer or any other Corporate Status, and to ensure the Company’s performance of its indemnification obligations under this Agreement. For so long as Indemnitee shall serve in a Corporate Status with the Company, and if such Indemnitee is no longer serving in a Corporate Status with the Company with respect to any such prior service in such Corporate Status with the Company, in all policies of director and officer liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s officers and directors. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain 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 provided, or if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit. The Company shall promptly notify Indemnitee of any good faith determination not to provide or eliminate or reduce such coverage.