Common use of Contribution Clause in Contracts

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events and transactions giving rise to such Proceeding; and (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) in connection with such events and transactions.

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Liabilities or for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this AgreementProceeding, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (ia) the relative benefits received by the Company and Indemnitee as a result of the events event(s) and transactions transaction(s) giving rise cause to such Proceeding; and (iib) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) and Indemnitee in connection with such events event(s) and transactionstransaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the CompanyCorporation, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Liabilities or for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company Corporation and Indemnitee as a result of the events event(s) and transactions transaction(s) giving rise cause to such Proceeding; and (ii) the relative fault of Indemnitee and the Company Corporation (and its other directors, officers, employees and agents) and Indemnitee in connection with such events event(s) and transactionstransaction(s).

Contribution. To the fullest extent permissible under applicable law, if whether or not the indemnification provided for in this Agreement is unavailable available to IndemniteeIndemnitee for any reason whatsoever, the Company, in lieu Company shall pay all or a portion of indemnifying Indemnitee, shall contribute to the amounts amount that would otherwise be incurred by Indemnitee, whether Indemnitee for Expenses, judgments, fines or amounts paid or to be paid in settlement, Expenses in connection with any claim relating to an indemnifiable event under this AgreementIndemnifiable Event, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events and transactions event(s) and/or transaction(s) giving rise cause to such Proceeding; and and/or (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) and Indemnitee in connection with such events and transactionsevent(s) and/or transaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Liabilities or for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events event(s) and transactions transaction(s) giving rise cause to such Proceeding; and (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) and Indemnitee in connection with such events event(s) and transactionstransaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the CompanyCorporation, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Liabilities or for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (ia) the relative benefits received by the Company Corporation and Indemnitee as a result of the events event(s) and transactions transaction(s) giving rise cause to such Proceeding; and (iib) the relative fault of Indemnitee and the Company Corporation (and its other directors, officers, employees and agents) and Indemnitee in connection with such events event(s) and transactionstransaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement Deed is unavailable to the Indemnitee, the CompanyIndemnitors, in lieu of indemnifying the Indemnitee, shall contribute to the amounts incurred by the Indemnitee, whether for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this AgreementDeed, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company Indemnitors and the Indemnitee as a result of the events and transactions giving rise to such Proceeding; and (ii) the relative fault of the Indemnitee and the Company Indemnitors (and its other directors, officers, employees and agents) in connection with such events and transactions.

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Losses or Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim Proceeding relating to an indemnifiable event Indemnification Event under this Agreement, in such proportion as is deemed fair and reasonable by the Reviewing Party in light of all of the circumstances of such Proceeding in order to reflect (i1) the relative benefits received by the Company and Indemnitee as a result of the events and transactions event(s) and/or transaction(s) giving rise to such Proceeding; and (ii2) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) and Indemnitee in connection with such events and transactionsevent(s) and/or transaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Expenses, judgments, fines or fines, penalties, excise taxes, amounts paid or to be paid in settlementsettlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events and transactions event(s) and/or transaction(s) giving rise cause to such Proceeding; and and/or (ii) the relative fault of Indemnitee and the Company (and its other directors, officersofficer, employees and agents) and Indemnitee in connection with such events and transactionsevent(s) and/or transaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Losses and/or for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events and transactions event(s) and/or transaction(s) giving rise cause to such Proceeding; and and/or (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees employees, trustees, fiduciaries and agents) and Indemnitee in connection with such events and transactionsevent(s) and/or transaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemniteethe Indemnitee for any reason whatsoever, the CompanyIndemnitors, in lieu of indemnifying the Indemnitee, shall contribute to the amounts amount incurred by the Indemnitee, whether for Expenses, judgments, fines or fines, penalties, excise taxes, amounts paid or to be paid in settlementsettlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company Indemnitors and the Indemnitee as a result of the events and transactions event(s) and/or transaction(s) giving rise cause to such Proceeding; and and/or (ii) the relative fault of Indemnitee and the Company Indemnitors (and its other directors, officersofficer, employees and agents) and the Indemnitee in connection with such events and transactionsevent(s) and/or transaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events event(s) and transactions transaction(s) giving rise to such Proceeding; and (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) in connection with such events event(s) and transactionstransaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Liabilities and/or for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim Proceeding relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i1) the relative benefits received by the Company and Indemnitee as a result of the events and transactions event(s) and/or transaction(s) giving rise to such Proceeding; and (ii2) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) and Indemnitee in connection with such events and transactionsevent(s) and/or transaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events and transactions giving rise to such Proceeding; Proceeding and (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) in connection with such events and transactions.

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemniteethe Indemnitee for any reason whatsoever, the each Company, in lieu of indemnifying the Indemnitee, shall contribute to the amounts amount incurred by the Indemnitee, whether for Expenses, judgments, fines or fines, penalties, excise taxes, amounts paid or to be paid in settlementsettlement and/or for Expenses, in connection with any claim relating to an indemnifiable event Indemnifiable Event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company Companies and the Indemnitee as a result of the events and transactions event(s) and/or transaction(s) giving rise cause to such Proceeding; and and/or (ii) the relative fault of Indemnitee and the Company (and its other directors, officersofficer, employees and agents) and the Indemnitee in connection with such events and transactionsevent(s) and/or transaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemniteethe Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying the Indemnitee, shall contribute to the amounts amount incurred by the Indemnitee, whether for Expenses, judgments, fines or fines, penalties, excise taxes, amounts paid or to be paid in settlementsettlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and the Indemnitee as a result of the events and transactions event(s) and/or transaction(s) giving rise cause to such Proceeding; and and/or (ii) the relative fault of Indemnitee and the Company (and its other directors, officersofficer, employees and agents) and the Indemnitee in connection with such events and transactionsevent(s) and/or transaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Liabilities or for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this AgreementProceeding, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events event(s) and transactions transaction(s) giving rise cause to such Proceeding; and (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) and Indemnitee in connection with such events event(s) and transactionstransaction(s).

Contribution. To If it is established that Indemnitee has the right to be indemnified under this Agreement in respect of any claim, but that right is unenforceable by reason of applicable law or public policy, then, to the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemniteelaw permits, the Company, in lieu of indemnifying Indemniteeor causing the indemnification of Indemnitee under this Agreement, shall contribute to the amounts incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid or to be paid in settlementamount Indemnitee has incurred, in connection with any claim relating to an indemnifiable event under this Agreementthat Proceeding, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such that Proceeding in order to reflect reflect: (ia) the relative benefits received by Indemnitee and the Company and Indemnitee have received as a result of the events and transactions event(s) or transaction(s) giving rise to such that Proceeding; and or (iib) the relative fault of Indemnitee and of the Company (and its other directors, officers, employees and agents) functionaries in connection with such events and transactionsthose event(s) or transaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Expenses, judgments, fines or fines, penalties, excise taxes, amounts paid or to be paid in settlementsettlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events and transactions giving rise to such Proceeding; and (iievent(s) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) in connection with such events and transactions.and/or

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Expenses, judgments, fines or fines, penalties, excise taxes, amounts paid or to be paid in settlementsettlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, Proceeding in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of in connection with the events and transactions event(s) and/or transaction(s) giving rise to such Proceeding; and and/or (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees Representatives) and agents) Indemnitee in connection with such events and event(s) and/or transactions.

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the CompanyCorporation, in lieu of indemnifying Indemnitee, shall contribute to the amounts Losses incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid or to be paid in settlement, on behalf of Indemnitee in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (ia) the relative benefits received by the Company Corporation and Indemnitee as a result of the events and transactions event(s) and/or transaction(s) giving rise cause to such Proceeding; and and/or (iib) the relative fault of Indemnitee and the Company Corporation (and its other directors, officers, employees and agentsAgents) and Indemnitee in connection with such events and transactionsevent(s) and/or transaction(s).

Contribution. To the fullest extent permissible permitted under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Expenses, judgments, fines or fines, penalties, excise taxes, amounts paid or to be paid in settlementsettlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, Proceeding in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of in connection with the events and transactions event(s) and/or transaction(s) giving rise to such Proceeding; and and/or (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) and Indemnitee in connection with such events and transactionsevent(s) and/or transaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the CompanyCompanies, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Liabilities or for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company Companies and Indemnitee as a result of the events event(s) and transactions transaction(s) giving rise cause to such Proceeding; and (ii) the relative fault of Indemnitee and the Company Companies (and its other their directors, officers, employees and agents) and Indemnitee in connection with such events event(s) and transactionstransaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Expenses, judgments, fines fines, or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events and transactions giving rise to such Proceeding; and (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees employees, and agents) in connection with such events and transactions.

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Liabilities or for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding claim in order to reflect (ia) the relative benefits received by the Company and Indemnitee as a result of the events event(s) and transactions transaction(s) giving rise cause to such Proceeding; claim and (iib) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) and Indemnitee in connection with such events event(s) and transactionstransaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemniteethe Indemnitee for any reason whatsoever, the CompanyCorporation, in lieu of indemnifying the Indemnitee, shall contribute to the amounts amount incurred by the Indemnitee, whether for Expenses, judgments, fines or fines, penalties, excise taxes, amounts paid or to be paid in settlementsettlement or for Expenses, in connection with any claim relating to an indemnifiable event matter under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (ia) the relative benefits received by the Company Corporation and the Indemnitee as a result of the events and transactions event or transaction giving rise to such Proceeding; and (iib) the relative fault of Indemnitee and the Company Corporation (and its other directors, officers, employees and agents) and the Indemnitee in connection with such events and or transactions.

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemniteethe Indemnitee for any reason whatsoever, the CompanyIndemnitors, in lieu of indemnifying the Indemnitee, shall contribute to the amounts amount incurred by the Indemnitee, whether for Expenses, judgments, fines or fines, penalties, excise taxes, amounts paid or to be paid in settlementsettlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company Indemnitors and the Indemnitee as a result of the events and transactions event(s) and/or transaction(s) giving rise cause to such Proceeding; and and/or (ii) the relative fault of Indemnitee and the Company Indemnitors (and its other directors, officers, employees employees, and agents) and the Indemnitee in connection with such events and transactionsevent(s) and/or transaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by or on behalf of Indemnitee, whether for Expenses, judgments, fines or fines, penalties, excise taxes, amounts paid or to be paid in settlementsettlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events and transactions event(s) and/or transaction(s) giving rise cause to such Proceeding; and and/or (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, advisors, employees and agents) and Indemnitee in connection with such events and transactionsevent(s) and/or transaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events and transactions giving rise to such Proceeding; , and (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) in connection with such events and transactions.

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Liabilities or for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this AgreementProceeding, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events event(s) and transactions transaction(s) giving rise cause to such Proceeding; and (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) and Indemnitee in connection with such events event(s) and transactionstransaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever other than the reasons set forth in Section 10 hereof, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount of Losses incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid or to be paid in settlement, Indemnitee in connection with any claim Claim relating to an indemnifiable event Indemnifiable Event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding Claim in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events and transactions event(s) and/or transaction(s) giving rise cause to such ProceedingClaim; and and/or (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agentsagents (other than Indemnitee)) and Indemnitee in connection with such events and transactionsevent(s) and/or transaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Liabilities or for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this AgreementProceeding, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (ia) the relative benefits received by the Company and Indemnitee as a result of the events event(s) and transactions transaction(s) giving rise cause to such Proceeding; and (iia) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) and Indemnitee in connection with such events event(s) and transactionstransaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid or to be paid in settlement, Indemnitee in connection with any claim relating to an indemnifiable event under this Agreementproceeding, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding proceeding in order to reflect (ia) the relative benefits received by the Company and Indemnitee as a result of the events event(s) and transactions transaction(s) giving rise cause to such Proceeding; proceeding; and (iib) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) and Indemnitee in connection with such events event(s) and transactionstransaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement these Bylaws is unavailable to IndemniteeIndemnitee for any reason whatsoever, the CompanyCorporation, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Expenses, judgments, fines or fines, penalties, excise taxes, amounts paid or to be paid in settlementsettlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreementthese Bylaws, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company Corporation and Indemnitee as a result of the events and transactions event(s) and/or transaction(s) giving rise cause to such Proceeding; and and/or (ii) the relative fault of Indemnitee and the Company Corporation (and its other directors, officersofficer, employees and agents) and Indemnitee in connection with such events and transactionsevent(s) and/or transaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Expenses, judgments, fines liabilities or amounts paid or to be paid in settlementfor expenses, in connection with any claim proceeding relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events and or transactions giving rise to such Proceeding; and (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) and Indemnitee in connection with such events and and/or transactions.

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding Claim in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events and transactions giving rise to such ProceedingClaim; and (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) in connection with such events and transactions.

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events and transactions giving rise to such Proceeding; and (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) in connection with such events and transactions.. ​

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Expensesexpenses (including attorneys’ fees), judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events and transactions giving rise to such Proceeding; , and (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) in connection with such events and transactions.

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Expenses, judgments, fines or fines, penalties, excise taxes, amounts paid or to be paid in settlementsettlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this AgreementProceeding, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of in connection with the events and transactions event(s) and/or transaction(s) giving rise to such Proceeding; and and/or (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) and Indemnitee in connection with such events and transactionsevent(s) and/or transaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and directly received by Indemnitee as a result of the events and transactions giving rise to such Proceeding; and (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) in connection with such events and transactions.

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Expenses, judgments, fines fines, or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events and transactions giving rise to such Proceeding; and (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) in connection with such events and transactions.

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the CompanyCorporation, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Expenses, judgments, fines or fines, penalties, excise taxes, amounts paid or to be paid in settlementsettlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this AgreementProceeding, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company Corporation and Indemnitee as a result of in connection with the events and transactions event(s) and/or transaction(s) giving rise to such Proceeding; and and/or (ii) the relative fault of Indemnitee and the Company Corporation (and its other directors, officers, employees and agents) and Indemnitee in connection with such events and transactionsevent(s) and/or transaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Losses and/or for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding action, suit or proceeding in order to reflect (ia) the relative benefits received by the Company and Indemnitee as a result of the events and transactions event(s) and/or transaction(s) giving rise cause to such Proceedingaction, suit or proceeding; and and/or (iib) the relative fault of Indemnitee and the Company (and its other directors, officers, employees employees, trustees, fiduciaries and agents) and Indemnitee in connection with such events and transactionsevent(s) and/or transaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by IndemniteeIndemnitee or on his behalf, whether for Expenses, judgments, fines or amounts paid or to be paid in settlement, Liabilities and/or Expenses in connection with any claim a Proceeding or other expenses relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events and transactions event(s) and/or transaction(s) giving rise to such Proceedingaction, suit or other proceeding; and and/or (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) and Indemnitee in connection with such events and transactionsevent(s) and/or transaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the CompanyPartnership, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Expenses, judgments, fines or fines, penalties, excise taxes, amounts paid or to be paid in settlementsettlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this AgreementProceeding, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company Partnership and Indemnitee as a result of in connection with the events and transactions event(s) and/or transaction(s) giving rise to such Proceeding; and and/or (ii) the relative fault of Indemnitee and the Company Partnership (and its other directors, officers, employees and agents) and Indemnitee in connection with such events and transactionsevent(s) and/or transaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to an Indemnitee, the Company, in lieu of indemnifying such Indemnitee, shall contribute to the amounts incurred by such Indemnitee, whether for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and such Indemnitee as a result of the events and transactions giving rise to such Proceeding; and (ii) the relative fault of such Indemnitee and the Company (and its other directors, officers, employees and agents) in connection with such events and transactions.

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, Indemnitee whether for Expenses, judgments, fines or amounts paid or to be paid in settlementExpenses and/or Liabilities, in connection with any claim relating to an indemnifiable event Indemnifiable Proceeding under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Indemnifiable Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events and transactions event(s) and/or transaction(s) giving rise cause to such Indemnifiable Proceeding; and and/or (ii) the relative fault of Indemnitee and the Company (and Company(and its other directors, officers, employees and agents) and Indemnitee in connection with such events and transactionsevent(s) and/or transaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is in unavailable to Indemnitee, the CompanyIndemnitee for any reason whatsoever, in lieu of indemnifying Indemnitee, the Company shall contribute to the amounts amount incurred by Indemnitee, whether for Expenses, judgments, fines or fines, penalties, excise taxes, amounts paid or to be paid in settlementsettlement and/or expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the i)the relative benefits received by the Company and Indemnitee as a result of the events and transactions event(s) or transaction(s) giving rise cause to such Proceedingthe proceeding; and and/or (ii) the relative fault of Indemnitee and the Company (and including its other directors, officers, employees and agents) agents)and Indemnitee in connection with such events and transactionsevent(s) or transactions(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable unavailable, in whole or in part, to IndemniteeIndemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Expenses, judgments, fines or fines, penalties, excise taxes, amounts paid or to be paid in settlementsettlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events and transactions event(s) and/or transaction(s) giving rise cause to such Proceeding; and and/or (ii) the relative fault of Indemnitee and the Company (and its other directors, officersofficer, employees and agents) and Indemnitee in connection with such events and transactionsevent(s) and/or transaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event Proceeding under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events and transactions giving rise to such Proceeding; and (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) in connection with such events and transactions.

Contribution. To the fullest extent permissible under permitted by applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the CompanyCorporation, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Expenses, judgments, fines or fines, penalties, other monetary remedies, amounts paid or to be paid in settlement, settlement in connection with any claim relating to an indemnifiable event under this Agreementa Proceeding, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company Corporation and Indemnitee as a result of the events and or transactions giving rise to such Proceeding; and and/or (ii) the relative fault of Indemnitee and the Company Corporation (and its other directors, officers, employees and agents) and Indemnitee in connection with such events and or transactions.

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events and transactions giving rise to such Proceeding; and (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees employees, consultants and agents) in connection with such events and transactions.

Contribution. To the fullest extent permissible under applicable law, if whether or not the indemnification provided for in this Agreement is unavailable available to IndemniteeIndemnitee for any reason whatsoever, the Company, in lieu Company shall pay all or a portion of indemnifying Indemnitee, shall contribute to the amounts amount that would otherwise be incurred by Indemnitee, whether Indemnitee for Expenses, judgments, fines or amounts paid or to be paid in settlement, Expenses in connection with any claim relating to an indemnifiable event under this AgreementIndemnifiable Event, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events and transactions event(s) and/or transaction(s) giving rise cause to such Proceeding; and and/or (ii) the relative fault of Indemnitee and the Company (and -35- its other directors, officers, employees and agents) and Indemnitee in connection with such events and transactionsevent(s) and/or transaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Expenses, judgments, fines or penalties, fines, amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (ia) the relative benefits received by the Company and or Indemnitee as a result of the events and transactions event(s) and/or transaction(s) giving rise cause to such Proceeding; and and/or (iib) the relative fault of Indemnitee and the Company (and its other directors, officersofficer, employees and agents) or Indemnitee in connection with such events and transactionsevent(s) and/or transaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the CompanyCorporation, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Liabilities or for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company Corporation and the Indemnitee as a result of the events event(s) and transactions transaction(s) giving rise cause to such Proceeding; and (ii) the relative fault of Indemnitee and the Company Corporation (and its other directors, officers, employees and agents) and Indemnitee in connection with such events event(s) and transactionstransaction(s).

Contribution. To the fullest extent permissible under applicable lawlaw and the LLC Agreement, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Liabilities or for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this AgreementProceeding, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (ia) the relative benefits received by the Company and Indemnitee as a result of the events event(s) and transactions transaction(s) giving rise cause to such Proceeding; and (iib) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) and Indemnitee in connection with such events event(s) and transactionstransaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Losses and/or for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events and transactions event(s) and/or transaction(s) giving rise cause to such Proceeding; and and/or (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees employees, agents, trustees and agentsfiduciaries) and Indemnitee in connection with such events and transactionsevent(s) and/or transaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall may contribute to the amounts amount incurred by Indemnitee, whether for Liabilities and/or for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim Proceeding relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i1) the relative benefits received by the Company and Indemnitee as a result of the events and transactions event(s) and/or transaction(s) giving rise to such Proceeding; and (ii2) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) and Indemnitee in connection with such events and transactionsevent(s) and/or transaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Liabilities and/or for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events and transactions event(s) and/or transaction(s) giving rise to such Proceeding; and and/or (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees employees, contractors and agents) and Indemnitee in connection with such events and transactionsevent(s) and/or transaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Liabilities and/or for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events and transactions event(s) and/or transaction(s) giving rise cause to such Proceeding; and and/or (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) and Indemnitee in connection with such events and transactionsevent(s) and/or transaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemniteethe Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying the Indemnitee, shall contribute to the amounts amount incurred by the Indemnitee, whether for Expenses, judgments, fines or fines, penalties, excise taxes, amounts paid or to be paid in settlementsettlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect reflect: (i) the relative benefits received by the Company and the Indemnitee as a result of the events and transactions event(s) and/or transaction(s) giving rise to such Proceeding; and and/or (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) and the Indemnitee in connection with such events and transactionsevent(s) and/or transaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the CompanyCorporation, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Liabilities or for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company Corporation and Indemnitee as a result of the events event(s) and transactions transaction(s) giving rise to such Proceeding; and Proceeding and/or (ii) the relative fault of Indemnitee and the Company Corporation (and its other directors, officers, employees and agents) and Indemnitee in connection with such events event(s) and transactionstransaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events and transactions giving rise to such Proceeding; and (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) in connection with such events and transactions.

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Expenses, judgments, fines fines, or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events event(s) and transactions transaction(s) giving rise to such Proceeding; Proceeding and (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) in connection with such events event(s) and transactionstransaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the CompanyCorporation, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Liabilities or for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) • the relative benefits received by the Company Corporation and Indemnitee as a result of the events event(s) and transactions transaction(s) giving rise cause to such Proceeding; and (ii) • the relative fault of Indemnitee and the Company Corporation (and its other directors, officers, employees and agents) and Indemnitee in connection with such events event(s) and transactionstransaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the CompanyCorporation, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Expenses, judgments, fines or fines, penalties, excise taxes, amounts paid or to be paid in settlementsettlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, Proceeding in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company Corporation and Indemnitee as a result of in connection with the events and transactions event(s) and/or transaction(s) giving rise to such Proceeding; and and/or (ii) the relative fault of Indemnitee and the Company Corporation (and its other directors, officers, employees and agents) and Indemnitee in connection with such events and event(s) and/or transactions.

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemniteethe Indemnitee for any reason whatsoever, the CompanyCorporation, in lieu of indemnifying the Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether the Indemnitee for Expenses, judgments, fines or amounts paid or to be paid in settlement, Liabilities and Expenses in connection with any claim relating to an indemnifiable event matter under this Agreement, Agreement in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (ia) the relative benefits received by the Company Corporation and the Indemnitee as a result of the events and transactions event or transaction giving rise to such Proceeding; Proceeding and (iib) the relative fault of Indemnitee and the Company Corporation (and its other directors, officers, employees and agents) and the Indemnitee in connection with such events and transactionsevent or transaction.

Contribution. To the fullest extent permissible under applicable permitted by law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Expenses, judgments, fines or fines, penalties, excise taxes, amounts paid or to be paid in settlementsettlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, Proceeding in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of in connection with the events and and/or transactions giving rise to such Proceeding; and and/or (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) and Indemnitee in connection with such events and and/or transactions.

Contribution. To the fullest extent permissible under applicable permitted by law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, Indemnifiable Losses in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding Indemnifiable Claim in order to reflect (i) the relative benefits received by the Company and Indemnitee and/or loss suffered by Indemnitee, as the case may be, as a result of the events and or transactions giving rise to such Proceedingaction, suit or other proceeding; and (ii) the relative fault of Indemnitee and the Company (and its other officers, directors, officers, employees and agents) and Indemnitee in connection with such events or transactions; and (iii) any other relevant equitable considerations, including any losses of Indemnitee, in connection with such events or transactions.

Contribution. To the fullest extent permissible permitted under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Expenses, judgments, fines or fines, penalties, excise taxes, amounts paid or to be paid in settlementsettlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, Proceeding in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of in connection with the events and transactions event(s) and/or transaction(s) giving rise to such Proceeding; and and/or (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) in connection with such events and transactions.)

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Expenses, judgments, fines or fines, penalties, excise taxes, amounts paid or to be paid in settlementsettlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, Proceeding in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of in connection with the events and transactions event(s) and/or transaction(s) giving rise to such Proceeding; and and/or (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) and Indemnitee in connection with such events and event(s) and/or transactions.. ACTIVE/104667594.2

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to the Indemnitee, then the Company, in lieu of indemnifying the Indemnitee, shall will contribute to the amounts incurred by the Indemnitee, whether for Expenses, judgments, fines fines, or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and the Indemnitee as a result of the events and transactions giving rise to such Proceeding; and (ii) the relative fault of the Indemnitee and the Company (and its other directors, officers, employees employees, and agents) in connection with such events and transactions.

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Liabilities or for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this AgreementProceeding, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (ia) the relative benefits received by the Company and Indemnitee as a result of the events event(s) and transactions transaction(s) giving rise cause to such Proceeding; Proceeding and (iib) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) and Indemnitee in connection with such events event(s) and transactionstransaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Liabilities and/or for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (ia) the relative benefits received by the Company and Indemnitee as a result of the events and transactions event(s) and/or transaction(s) giving rise cause to such Proceeding; and and/or (iib) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) and Indemnitee in connection with such events and transactions.event(s) and/or transaction(s)

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Liabilities or for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events event(s) and transactions transaction(s) giving rise cause to such Proceeding; Proceeding and (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) and Indemnitee in connection with such events event(s) and transactionstransaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the CompanyTrust, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Losses or Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim Proceeding relating to an indemnifiable event Indemnification Event under this Agreement, in such proportion as is deemed fair and reasonable by the Reviewing Party in light of all of the circumstances of such Proceeding in order to reflect (i1) the relative benefits received by the Company Trust and Indemnitee as a result of the events and transactions event(s) and/or transaction(s) giving rise to such Proceeding; and (ii2) the relative fault of Indemnitee and the Company Trust (and its other directorstrustees, officers, employees and agents) and Indemnitee in connection with such events and transactionsevent(s) and/or transaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Losses or Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim Proceeding relating to an indemnifiable event Indemnification Event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i1) the relative benefits received by the Company and Indemnitee as a result of the events and transactions event(s) and/or transaction(s) giving rise to such Proceeding; and (ii2) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) and Indemnitee in connection with such events and transactionsevent(s) and/or transaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events and transactions giving rise to such Proceeding; and (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) in connection with such events and transactions.and

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (ia) the relative benefits received by the Company and Indemnitee as a result of the events and transactions giving rise to such Proceeding; and (iib) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) in connection with such events and transactions.

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts Losses incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid or to be paid in settlement, on behalf of Indemnitee in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (ia) the relative benefits received by the Company and Indemnitee as a result of the events and transactions event(s) and/or transaction(s) giving rise cause to such Proceeding; and and/or (iib) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agentsAgents) and Indemnitee in connection with such events and transactionsevent(s) and/or transaction(s).

Contribution. To the fullest extent permissible under permitted by applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for any and all Indemnifiable Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this AgreementClaim, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding Claim in order to reflect (i) the relative benefits received by the Company Company, on the one hand, and Indemnitee Indemnitee, on the other hand, as a result of the events and or transactions giving rise cause to such ProceedingClaim; and (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees employees, and agents) ), on the one hand, and Indemnitee, on the other hand, in connection with such events and or transactions.

Contribution. To the fullest extent permissible under applicable lawLaw, if the indemnification provided for in this Agreement is unavailable to Indemnitee, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events and transactions giving rise to such Proceeding; Proceeding and (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) and Indemnitee in connection with such events and transactions.

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Losses or Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim Proceeding relating to an indemnifiable event Indemnification Event under this Agreement, in such proportion as is deemed fair and reasonable by the Reviewing Party in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events and transactions event(s) and/or transaction(s) giving rise to such Proceeding; and (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) and Indemnitee in connection with such events and transactionsevent(s) and/or transaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid or to be paid in settlementexpenses and/or losses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events and transactions event(s) and/or transaction(s) giving rise cause to such Proceedingproceeding; and and/or (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees employees, trustees, fiduciaries and agents) and Indemnitee in connection with such events and transactionsevent(s) and/or transaction(s).

Contribution. To the fullest extent permissible under by applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever, the CompanyCompany and/or the Partnership, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount incurred by Indemnitee, whether for Expenses, judgments, fines or fines, penalties, excise taxes, amounts paid or to be paid in settlementsettlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (ia) the relative benefits received by the Company Company, the Partnership and Indemnitee as a result of the events and transactions event(s) and/or transaction(s) giving rise cause to such Proceeding; and and/or (iib) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) ), the Partnership and Indemnitee in connection with such events and transactionsevent(s) and/or transaction(s).

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Expenses, judgments, fines fines, penalties or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events and transactions giving rise to such Proceeding; Proceeding and (ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) in connection with such events and transactions.

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company or any Affiliate of the Company and Indemnitee as a result of the events and transactions giving rise to such Proceeding; and (ii) the relative fault of Indemnitee and the Company or such Affiliate (and its other directors, managers, managing member, officers, employees and agents) in connection with such events and transactions.

Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to IndemniteeIndemnitee for any reason whatsoever other than the reasons set forth in Section 10 hereof, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts amount of Losses incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid or to be paid in settlement, Indemnitee in connection with any claim Claim relating to an indemnifiable event Indemnifiable Event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding Claim in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the events and transactions event(s) and/or transaction(s) giving rise cause to such ProceedingClaim; and and/or (ii) the relative fault of Indemnitee and the Company (and its other directors, directors officers, employees and agentsagents (other than Indemnitee)) and Indemnitee in connection with such events and transactionsevent(s) and/or transaction(s).