Common use of Indemnification Priority Clause in Contracts

Indemnification Priority. The Company hereby acknowledges that, in addition to the rights provided to each Nominee Director serving on the Board or other indemnified person covered by any such indemnity insurance policy (any such Person, an “Indemnitee”) or any indemnification agreement that such Indemnitee may enter into with the Company from time to time (the “Indemnification Agreements”), the Indemnitees may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more of their respective Affiliates (collectively, the “Secondary Indemnitors”). Notwithstanding anything to the contrary in any of the Indemnification Agreements, the Company hereby agrees that, to the fullest extent available under applicable Law and subject to section 232 of the Act, with respect to its indemnification and advancement obligations to the Indemnitees under the Indemnification Agreements, this Agreement or otherwise, the Company (i) is the indemnitor of first resort (i.e., its and its insurers’ obligations to advance expenses and to indemnify the Indemnitees are primary and any obligation of the Secondary Indemnitors or their insurers to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any of the Indemnitees is secondary and excess), and (ii) shall be required to advance the full amount of expenses incurred by each Indemnitee, without regard to any rights such Indemnitees may have against the Secondary Indemnitors or their insurers; provided that such Indemnitee shall have delivered to the Company an undertaking, by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnitee is not entitled to be indemnified for such expenses. The Company agrees that any Secondary Indemnitor or insurer thereof not a party hereto shall be an express third party beneficiary of this Section 2.5, able to enforce such clause according to its terms as if it were a party hereto. Nothing contained in the Indemnification Agreements is intended to limit the scope of this Section 2.5 or the other terms set forth in this Agreement or the rights of the Secondary Indemnitors or their insurers hereunder.

Indemnification Priority. The Company hereby acknowledges that, in addition to the rights provided to each Nominee Silver Lake Director, TPG Director serving on the Board or other indemnified person covered by any such indemnity insurance policy (any such Person, an “Indemnitee”) or any indemnification agreement that such Indemnitee may enter into with the Company from time to time (the “Indemnification Agreements”), the Indemnitees Indemnitees, may have certain rights to indemnification, advancement of expenses and/or insurance provided by Silver Lake or TPG, as the case may be, or one or more of their its respective Affiliates (collectivelyexcluding the Company and its subsidiaries) now or hereafter (with respect to Silver Lake or TPG, as applicable, the “Secondary Fund Indemnitors”). Notwithstanding anything to the contrary in any of the Indemnification AgreementsAgreements or this Agreement, the Company hereby agrees that, to the fullest extent available under applicable Law and subject to section 232 of the Actpermitted by law, with respect to its indemnification and advancement obligations to the Indemnitees under the Indemnification Agreements, this Agreement or otherwise, the Company (i) is the indemnitor of first resort (i.e., its and its insurers’ obligations to advance expenses and to indemnify the Indemnitees are primary and any obligation of the Secondary Fund Indemnitors or their insurers to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any of the Indemnitees is secondary and excess), and (ii) shall be required to advance the full amount of expenses incurred by each IndemniteeIndemnitee and shall be liable for the full amount of all losses, liabilities, damages, deficiencies, fines and assessments, claims, judgments, awards, settlements, demands, offsets, costs or expenses (including without limitation, interest, penalties, court costs, arbitration costs and fees, costs of investigation, witness fees, fees and expenses of outside attorneys, investigators, expert witnesses, accountants and other professionals, and any federal, state, local or foreign tax imposed as a result of actual or deemed receipt of any payments by the Indemnitee pursuant to this Agreement) of each Indemnitee or on his, her or its behalf to the extent legally permitted and as required by this Agreement and the Indemnification Agreements, without regard to any rights such Indemnitees may have against the Secondary Fund Indemnitors or their insurers; provided , and (iii) irrevocably waives and relinquishes, and releases the Fund Indemnitors and such insurers from, any and all claims against the Fund Indemnitors or such insurers for contribution, subrogation or any other recovery of any kind in respect thereof. In furtherance and not in limitation of the foregoing, the Company agrees that in the event that any Fund Indemnitor or its insurer should advance any expenses or make any payment to any Indemnitee for matters subject to advancement or indemnification by the Company pursuant to this Agreement or otherwise, the Company shall promptly reimburse such Fund Indemnitor or insurer and that such Fund Indemnitor or insurer shall be subrogated to all of the claims or rights of such Indemnitee shall have delivered under the Indemnification Agreements, this Agreement or otherwise, including to the Company payment of expenses in an undertaking, by or on behalf of such Indemnitee, action to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnitee is not entitled to be indemnified for such expensescollect. The Company agrees that any Secondary Fund Indemnitor or insurer thereof not a party hereto shall be an express third party beneficiary of this Section 2.55.02, able to enforce such clause according to its terms as if it were a party hereto. Nothing contained in the Indemnification Agreements is intended to limit the scope of this Section 2.5 5.02 or the other terms set forth in this Agreement or the rights of the Secondary Fund Indemnitors or their insurers hereunder.

Indemnification Priority. The Company hereby acknowledges that, in addition to the rights provided to each Nominee Director serving on the Board or other indemnified person covered by any such indemnity insurance policy (any such Person, an “Indemnitee”) or any the indemnification agreement agreements that such Indemnitee may Indemnitees shall enter into with the Company upon the closing of the IPO Transactions and thereafter from time to time (collectively, the “Indemnification Agreements”), the Indemnitees may have certain rights to indemnification, advancement of expenses and/or or insurance provided by one of the Stockholders, as the case may be, or one or more of their its respective Affiliates (collectivelyexcluding the Company and its Subsidiaries) now or hereafter (with respect to the Xxxxxxxx Group or the Xxxxxx Group, as applicable, the “Secondary Partner Indemnitors”). Notwithstanding anything to the contrary in any of the Indemnification AgreementsAgreements or this Agreement, the Company hereby agrees that, to the fullest extent available under applicable Law and subject to section 232 of the Actpermitted by law, with respect to its indemnification and advancement obligations to the Indemnitees under the Indemnification Agreements, this Agreement or otherwise, the Company (i) is the indemnitor of first resort (i.e., its and its insurers’ obligations to advance expenses and to indemnify the Indemnitees are primary and any obligation of the Secondary Partner Indemnitors or their insurers to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any of the Indemnitees is secondary and excess), and (ii) shall be required to advance the full amount of expenses incurred by each IndemniteeIndemnitee and shall be liable for the full amount of all losses, liabilities, damages, deficiencies, fines and assessments, claims, judgments, awards, settlements, demands, offsets, costs or expenses (including without limitation, interest, penalties, court costs, arbitration costs and fees, costs of investigation, witness fees, fees and expenses of outside attorneys, investigators, expert witnesses, accountants and other professionals, and any federal, state, local or foreign tax imposed as a result of actual or deemed receipt of any payments by the Indemnitee pursuant to this Agreement) of each Indemnitee or on his, her or its behalf to the extent legally permitted and as required by this Agreement and the Indemnification Agreements, without regard to any rights such Indemnitees may have against the Secondary Partner Indemnitors or their insurers; provided , and (iii) irrevocably waives and relinquishes, and releases the Partner Indemnitors and such insurers from, any and all claims against the Partner Indemnitors or such insurers for contribution, subrogation or any other recovery of any kind in respect thereof. In furtherance and not in limitation of the foregoing, the Company agrees that in the event that any Partner Indemnitor or its insurer should advance any expenses or make any payment to any Indemnitee for matters subject to advancement or indemnification by the Company pursuant to this Agreement or otherwise, the Company shall promptly reimburse such Partner Indemnitor or insurer and that such Partner Indemnitor or insurer shall be subrogated to all of the claims or rights of such Indemnitee shall have delivered under the Indemnification Agreements, this Agreement or otherwise, including to the Company payment of expenses in an undertaking, by or on behalf of such Indemnitee, action to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnitee is not entitled to be indemnified for such expensescollect. The Company agrees that any Secondary Partner Indemnitor or insurer thereof not a party hereto shall be an express third party beneficiary of this Section 2.54(b), and as such, will be able to enforce such clause according to its terms as if it were a party hereto. Nothing contained in the Indemnification Agreements is intended to limit the scope of this Section 2.5 or 4(b), the other terms set forth in this Agreement or the rights of the Secondary Partner Indemnitors or their insurers hereunder.

Indemnification Priority. (A) The Company hereby acknowledges that, in addition to that the rights provided to each Nominee Director serving on the Board or other indemnified person covered by any such indemnity insurance policy (any such Person, an “Indemnitee”) or any indemnification agreement that such Indemnitee may enter into with the Company from time to time (the “Indemnification Agreements”), the Indemnitees may have certain rights to indemnification, advancement of expenses and/or insurance provided pursuant to this Section ‎11.02 may also be provided to certain Indemnified Persons by one or more of their respective Affiliates (other than the Company and its Subsidiaries) or their insurers (collectively, and including, each of their respective partners, shareholders, members, Affiliates, associated investment funds, directors, officers, fiduciaries, managers, controlling Persons, employees and agents and each of the partners, shareholders, members, Affiliates, associated investment funds, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing, the “Secondary Affiliate Indemnitors”” ). Notwithstanding anything to the contrary in any of the Indemnification Agreements, the The Company hereby agrees that, to as between the fullest extent available under applicable Law Company, on the one hand, and subject to section 232 of the ActAffiliate Indemnitors, with respect to its indemnification and advancement obligations to on the Indemnitees under the Indemnification Agreementsother hand, this Agreement or otherwise, the Company (i) the Company is the full indemnitor of first resort and the Affiliate Indemnitors are the full indemnitors of second resort with respect to all such indemnifiable claims against such Indemnified Persons, whether arising under this Agreement or otherwise (i.e., its and its insurers’ the obligations of the Company to advance expenses and to indemnify the Indemnitees such Indemnified Persons are primary and any obligation of the Secondary Affiliate Indemnitors or their insurers to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any of the Indemnitees is secondary and excesssuch Indemnified Persons are secondary), and (ii) upon receipt by the Company of an undertaking by or on behalf of such Indemnified Persons to repay such amount if it shall be determined that the Indemnified Person is not entitled to be indemnified as authorized by this Section ‎11.02 or otherwise, the Company shall be required to advance the full amount of expenses to be incurred by each Indemniteesuch Indemnified Persons and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement (or any other agreement between the Company and such Indemnified Persons), without regard to any rights such Indemnitees Indemnified Persons may have against the Secondary Affiliate Indemnitors or their insurers; provided that such Indemnitee shall have delivered to and (iii) the Company an undertakingirrevocably waives, by relinquishes and releases the Affiliate Indemnitors from any and all claims against the Affiliate Indemnitors for contribution, subrogation or on behalf any other recovery of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnitee is not entitled to be indemnified for such expensesany kind in respect thereof. The Company agrees to indemnify the Affiliate Indemnitors directly for any amounts that the Affiliate Indemnitors pay as indemnification or advancement on behalf of any Secondary Indemnitor such Indemnified Person and for which such Indemnified Person may be entitled to indemnification from the Company in connection with serving as a director or insurer thereof not a party hereto officer (or equivalent titles) of the Company or its Subsidiaries. The Company further agrees that no advancement or payment by the Affiliate Indemnitors on behalf of any such Indemnified Person with respect to any claim for which such Indemnified Person has sought indemnification from the Company shall affect the foregoing and the Affiliate Indemnitors shall be an express third party beneficiary subrogated to the extent of this Section 2.5, able such advancement or payment to enforce such clause according to its terms as if it were a party hereto. Nothing contained in the Indemnification Agreements is intended to limit the scope all of this Section 2.5 or the other terms set forth in this Agreement or the rights of recovery of such Indemnified Person against the Secondary Company, and the Company shall cooperate with the Affiliate Indemnitors or their insurers hereunderin pursuing such rights.

Indemnification Priority. The Company hereby acknowledges that, in addition to the rights provided to each Nominee Sponsor Director serving on the Board or other indemnified person covered by any such indemnity insurance policy (any such Person, an “Indemnitee”) or any indemnification agreement that such Indemnitee may enter into with the Company from time to time (the “Indemnification Agreements”), the Indemnitees may have certain rights to indemnification, advancement of expenses and/or insurance provided by the Sponsors or one or more of their respective Affiliates (collectively, the “Secondary Fund Indemnitors”). Notwithstanding anything to the contrary in any of the Indemnification AgreementsAgreements or this Agreement, the Company hereby agrees that, to the fullest extent available under applicable Law and subject to section 232 of the Actpermitted by law, with respect to its indemnification and advancement obligations to the Indemnitees under the Indemnification Agreements, this Agreement or otherwise, the Company (i) is the indemnitor of first resort (i.e., its and its insurers’ obligations to advance expenses and to indemnify the Indemnitees are primary and any obligation of the Secondary Fund Indemnitors or their insurers to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any of the Indemnitees is secondary and excess), and (ii) shall be required to advance the full amount of expenses incurred by each IndemniteeIndemnitee and shall be liable for the full amount of all losses of each Indemnitee or on his, her or its behalf to the extent legally permitted and as required by this Agreement and the Indemnification Agreements, without regard to any rights such Indemnitees may have against the Secondary Fund Indemnitors or their insurers; provided , and (iii) irrevocably waives and relinquishes, and releases the Fund Indemnitors and such insurers from, any and all claims against the Fund Indemnitors or such insurers for contribution, subrogation or any other recovery of any kind in respect thereof. In furtherance and not in limitation of the foregoing, the Company agrees that in the event that any Fund Indemnitor or its insurer should advance any expenses or make any payment to any Indemnitee for matters subject to advancement or indemnification by the Company pursuant to this Agreement or otherwise, the Company shall promptly reimburse such Fund Indemnitor or insurer and that such Fund Indemnitor or insurer shall be subrogated to all of the claims or rights of such Indemnitee shall have delivered under the Indemnification Agreements, this Agreement or otherwise, including to the Company payment of expenses in an undertaking, by or on behalf of such Indemnitee, action to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnitee is not entitled to be indemnified for such expensescollect. The Company agrees that any Secondary Fund Indemnitor or insurer thereof not a party hereto shall be an express third party beneficiary of this Section 2.53.1(n), able to enforce such clause according to its terms as if it were a party hereto. Nothing contained in the Indemnification Agreements is intended to limit the scope of this Section 2.5 3.1(n) or the other terms set forth in this Agreement or the rights of the Secondary Fund Indemnitors or their insurers hereunder.

Indemnification Priority. The Company hereby acknowledges that, in addition to that the rights provided to each Nominee Director serving on the Board or other indemnified person covered by any such indemnity insurance policy (any such Person, an “Indemnitee”) or any indemnification agreement that such Indemnitee may enter into with the Company from time to time (the “Indemnification Agreements”), the Indemnitees may have certain rights to indemnification, advancement of expenses and/or insurance provided pursuant to this Section 7.5 may also be provided to certain Indemnitees by one or more of their respective Affiliates other sources (such other sources, collectively, the “Secondary Affiliate Indemnitors”). Notwithstanding anything to the contrary in any of the Indemnification Agreements, the The Company hereby agrees that, to as between itself and the fullest extent available under applicable Law and subject to section 232 of the Act, with respect to its indemnification and advancement obligations to the Indemnitees under the Indemnification Agreements, this Agreement or otherwise, the Company Affiliate Indemnitors: (i) the Company is the indemnitor of first resort with respect to all such indemnifiable claims against such Indemnitees, whether arising under this Agreement or otherwise (i.e., its and its insurers’ obligations to advance expenses and to indemnify the such Indemnitees are primary and any obligation of the Secondary Affiliate Indemnitors or their insurers to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any of the such Indemnitees is secondary and excessare secondary), and ; (ii) the Company shall be required to advance the full amount of expenses incurred by each Indemniteesuch Indemnitees and shall be liable for the full amount of all Damages paid in settlement to the extent legally permitted and as required by the terms of this Agreement (or any other agreement between the Company and such Indemnitees), without regard to any rights such Indemnitees may have against the Secondary Indemnitors or their insurersAffiliate Indemnitors; provided that such Indemnitee shall have delivered to and (iii) the Company an undertakingirrevocably waives, by relinquishes and releases the Affiliate Indemnitors from any and all claims against the Affiliate Indemnitors for contribution, subrogation or on behalf any other recovery of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnitee is not entitled to be indemnified for such expensesany kind in respect thereof. The Company agrees to indemnify the Affiliate Indemnitors directly for any amounts that the Affiliate Indemnitors pay as indemnification or advancement on behalf of any Secondary Indemnitor such Indemnitee and for which such Indemnitee may be entitled to indemnification from the Company in connection with serving as a Manager or insurer thereof not a party hereto Officer (or equivalent titles) of the Company or any other Company Entity. The Company further agrees that no advancement or payment by the Affiliate Indemnitors on behalf of any such Indemnitee with respect to any claim for which such Indemnitee has sought indemnification from the Company shall affect the foregoing and the Affiliate Indemnitors shall be an subrogated to the extent of such advancement or payment to all of the rights of recovery of such Indemnitee against the Company, and the Company shall cooperate with the Affiliate Indemnitors in pursuing such rights. The Company and the Indemnitees acknowledge that the Affiliate Indemnitors are express third third-party beneficiary beneficiaries of the terms of this Section 2.5, able to enforce such clause according to its terms as if it were a party hereto. Nothing contained in the Indemnification Agreements is intended to limit the scope of this Section 2.5 or the other terms set forth in this Agreement or the rights of the Secondary Indemnitors or their insurers hereunder7.5.

Indemnification Priority. The Company hereby acknowledges that, in addition to the rights provided to each Nominee Director FF Top Designee serving on the Board or other indemnified person covered by any such indemnity insurance policy (any such Person, an “Indemnitee”) or any indemnification agreement that such Indemnitee may enter into with the Company from time to time (the “Indemnification Agreements”), the Indemnitees may have certain rights to indemnification, advancement of expenses and/or insurance provided by FF Top or one or more of their respective Affiliates (collectively, the “Secondary Indemnitors”). Notwithstanding anything to the contrary in any of the Indemnification Agreements, the Company hereby agrees that, to the fullest extent available under applicable Law and subject to section 232 of the Actpermitted by Law, with respect to its indemnification and advancement obligations to the Indemnitees under the Indemnification Agreements, this Agreement or otherwise, the Company (i) is the indemnitor of first resort (i.e., its and its insurers’ obligations to advance expenses and to indemnify the Indemnitees are primary and any obligation of the Secondary Indemnitors or their insurers to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any of the Indemnitees is secondary and excess), and (ii) shall be required to advance the full amount of expenses incurred by each Indemnitee, without regard to any rights such Indemnitees may have against the Secondary Indemnitors or their insurers; provided that provided, such Indemnitee shall have delivered to the Company an undertaking, by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnitee is not entitled to be indemnified for such expenses. The Company agrees that any Secondary Indemnitor or insurer thereof not a party hereto shall be an express third party beneficiary of this Section 2.5, able to enforce such clause according to its terms as if it were a party hereto. Nothing contained in the Indemnification Agreements is intended to limit the scope of this Section 2.5 or the other terms set forth in this Agreement or the rights of the Secondary Indemnitors or their insurers hereunder.

Indemnification Priority. (A) The Company hereby acknowledges that, in addition to that the rights provided to each Nominee Director serving on the Board or other indemnified person covered by any such indemnity insurance policy (any such Person, an “Indemnitee”) or any indemnification agreement that such Indemnitee may enter into with the Company from time to time (the “Indemnification Agreements”), the Indemnitees may have certain rights to indemnification, advancement of expenses and/or insurance provided pursuant to this Section 11.02 may also be provided to certain Indemnified Persons by one or more of their respective Affiliates (other than the Company and its Subsidiaries) or their insurers (collectively, and including, in the case of the TPG Member and the TB Member, the TPG Member, the TB Member, TPG and TB each of their respective partners, shareholders, members, Affiliates, associated investment funds, directors, officers, fiduciaries, managers, controlling Persons, employees and agents and each of the partners, shareholders, members, Affiliates, associated investment funds, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing, the “Secondary Affiliate Indemnitors”” ). Notwithstanding anything to the contrary in any of the Indemnification Agreements, the The Company hereby agrees that, to as between the fullest extent available under applicable Law Company, on the one hand, and subject to section 232 of the ActAffiliate Indemnitors, with respect to its indemnification and advancement obligations to on the Indemnitees under the Indemnification Agreementsother hand, this Agreement or otherwise, the Company (i) the Company is the full indemnitor of first resort and the Affiliate Indemnitors are the full indemnitors of second resort with respect to all such indemnifiable claims against such Indemnified Persons, whether arising under this Agreement or otherwise (i.e., its and its insurers’ the obligations of the Company to advance expenses and to indemnify the Indemnitees such Indemnified Persons are primary and any obligation of the Secondary Affiliate Indemnitors or their insurers to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any of the Indemnitees is secondary and excesssuch Indemnified Persons are secondary), and (ii) upon receipt by the Company of an undertaking by or on behalf of such Indemnified Persons to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized by this Section 11.02 or otherwise, the Company shall be required to advance the full amount of expenses incurred by each Indemniteesuch Indemnified Persons and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement (or any other agreement between the Company and such Indemnified Persons), without regard to any rights such Indemnitees Indemnified Persons may have against the Secondary Affiliate Indemnitors or their insurers; provided that such Indemnitee shall have delivered to and (iii) the Company an undertakingirrevocably waives, by relinquishes and releases the Affiliate Indemnitors from any and all claims against the Affiliate Indemnitors for contribution, subrogation or on behalf any other recovery of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnitee is not entitled to be indemnified for such expensesany kind in respect thereof. The Company agrees to indemnify the Affiliate Indemnitors directly for any amounts that the Affiliate Indemnitors pay as indemnification or advancement on behalf of any Secondary Indemnitor such Indemnified Person and for which such Indemnified Person may be entitled to indemnification from the Company in connection with serving as a director or insurer thereof not a party hereto officer (or equivalent titles) of the Company or its Subsidiaries. The Company further agrees that no advancement or payment by the Affiliate Indemnitors on behalf of any such Indemnified Person with respect to any claim for which such Indemnified Person has sought indemnification from the Company shall affect the foregoing and the Affiliate Indemnitors shall be an express third party beneficiary subrogated to the extent of this Section 2.5, able such advancement or payment to enforce such clause according to its terms as if it were a party hereto. Nothing contained in the Indemnification Agreements is intended to limit the scope all of this Section 2.5 or the other terms set forth in this Agreement or the rights of recovery of such Indemnified Person against the Secondary Company, and the Company shall cooperate with the Affiliate Indemnitors or their insurers hereunderin pursuing such rights.

Indemnification Priority. The Company Companies hereby acknowledges that, in addition to acknowledge that the rights provided to each Nominee Director serving on the Board or other indemnified person covered by any such indemnity insurance policy (any such Person, an “Indemnitee”) or any indemnification agreement that such Indemnitee may enter into with the Company from time to time (the “Indemnification Agreements”), the Indemnitees may have certain rights to indemnification, advancement of expenses and/or insurance provided pursuant to this Section 4 may also be provided to certain Indemnitees by one or more Xxxx Capital Fund X, L.P. and certain of their respective Affiliates its affiliates and Affiliated Funds (other than the Company) (collectively, the “Secondary Affiliate Indemnitors”). Notwithstanding anything ) and by insurers providing insurance coverage to the contrary in any Affiliated Indemnitors. Each of the Indemnification Agreements, the Company Can Holdco and Opco hereby agrees that, to as between itself and the fullest extent available under applicable Law Affiliate Indemnitors and subject to section 232 of the Act, with respect to its indemnification and advancement obligations to the Indemnitees under the Indemnification Agreements, this Agreement or otherwise, the Company their insurers (i) is the Companies are the indemnitor of first resort with respect to all such indemnifiable claims against such Indemnitees, whether arising under this Agreement or otherwise (i.e., its and its insurers’ obligations to advance expenses and to indemnify the such Indemnitees are primary and any obligation of the Secondary Affiliate Indemnitors or their insurers to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any of the such Indemnitees is secondary and excessare secondary), and (ii) the Companies shall be required to advance the full amount of expenses incurred by each such Indemnitees and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement (or any other agreement between the Companies and such Indemnitee), without regard to any rights such Indemnitees Indemnitee may have against the Secondary Affiliate Indemnitors or any of their insurers; provided insurers and (iii) the Companies irrevocably waive, relinquish and release the Affiliate Indemnitors from any and all claims against the Affiliate Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Companies agree to indemnify the Affiliate Indemnitors directly for any amounts that such Indemnitee shall have delivered to the Company an undertaking, by Affiliate Indemnitors pay as indemnification or advancement on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that any such Indemnitee is not and for which such Indemnitee may be entitled to be indemnified for such expensesindemnification from the Companies in connection with serving as a director or officer (or equivalent titles) of the Companies. The Company agrees Companies further agree that no advancement or payment by the Affiliate Indemnitors on behalf of any Secondary Indemnitor or insurer thereof not a party hereto such Indemnitee with respect to any claim for which such Indemnitee has sought indemnification from the Companies shall affect the foregoing and the Affiliate Indemnitors shall be an express third party beneficiary subrogated to the extent of this Section 2.5, able such advancement or payment to enforce such clause according to its terms as if it were a party hereto. Nothing contained in the Indemnification Agreements is intended to limit the scope all of this Section 2.5 or the other terms set forth in this Agreement or the rights of recovery of such Indemnitee against the Secondary Indemnitors or their insurers hereunderCompanies, and the Companies shall cooperate with the Indemnitee in pursuing such rights.

Indemnification Priority. The Company hereby acknowledges thatthat the D&O Indemnitees and the Stockholder Indemnitees (collectively, in addition to the rights provided to each Nominee Director serving on the Board or other indemnified person covered by any such indemnity insurance policy (any such Person, an “IndemniteeIndemnitees”) or any indemnification agreement that such Indemnitee may enter into with the Company from time to time (the “Indemnification Agreements”), the Indemnitees may have certain rights to indemnification, advancement of expenses and/or insurance provided by a Principal Stockholder or one or more of their respective Affiliates (collectively, the “Secondary Principal Stockholder Indemnitors”). Notwithstanding anything to the contrary in any of the Indemnification Agreements, the The Company hereby agrees that, to the fullest extent available under applicable Law and subject to section 232 of the Act, with respect to its indemnification and advancement obligations to the Indemnitees under the Indemnification Agreements, this Agreement or otherwise, the Company (i) is agrees that the Company and any subsidiary of the Company that provides indemnity shall be the indemnitor of first resort (i.e., its and its insurers’ or their obligations to advance expenses and to indemnify the Indemnitees are an Indemnitee shall be primary and any obligation of the Secondary Indemnitors or their insurers any Principal Stockholder Indemnitor to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any of the Indemnitees is secondary and excessan Indemnitee shall be secondary), and (ii) agrees that it shall be required to advance the full amount of expenses incurred by each an Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this agreement or any other agreement between the Company and an Indemnitee, without regard to any rights such Indemnitees an Indemnitee may have against the Secondary Indemnitors any Principal Stockholder Indemnitor or their insurers; provided , and (iii) irrevocably waives, relinquishes and releases the Principal Stockholder Indemnitors from any and all claims against the Principal Stockholder Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that such Indemnitee shall have delivered to no advancement or payment by the Company an undertaking, by or Principal Stockholder Indemnitors on behalf of such Indemnitee, an Indemnitee with respect to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from any claim for which there is no further right to appeal that such Indemnitee is not entitled has sought indemnification from the Company, as the case may be, shall affect the foregoing and the Principal Stockholder Indemnitors shall have a right of contribution and/or be subrogated to be indemnified for the extent of such expenses. The Company agrees that any Secondary Indemnitor advancement or insurer thereof not a party hereto shall be an express third party beneficiary payment to all of this Section 2.5, able to enforce such clause according to its terms as if it were a party hereto. Nothing contained in the Indemnification Agreements is intended to limit the scope of this Section 2.5 or the other terms set forth in this Agreement or the rights of recovery of such Indemnitee against the Secondary Indemnitors or their insurers hereunderCompany.

Indemnification Priority. The Company hereby acknowledges that, in addition to the rights provided to each Nominee TPG Director serving on the Board or other indemnified person covered by any such indemnity insurance policy (any such Person, an “Indemnitee”) or any indemnification agreement that such Indemnitee may enter into with the Company from time to time (the “Indemnification Agreements”), the Indemnitees Indemnitees, may have certain rights to indemnification, advancement of expenses and/or insurance provided by TPG or one or more of their its respective Affiliates (collectively, the “Secondary Fund Indemnitors”). Notwithstanding anything to the contrary in any of the Indemnification AgreementsAgreements or this Agreement, the Company hereby agrees that, to the fullest extent available under applicable Law and subject to section 232 of the Actpermitted by law, with respect to its indemnification and advancement obligations to the Indemnitees under the Indemnification Agreements, this Agreement or otherwise, the Company (i) is the indemnitor of first resort (i.e., its and its insurers’ obligations to advance expenses and to indemnify the Indemnitees are primary and any obligation of the Secondary Fund Indemnitors or their insurers to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any of the Indemnitees is secondary and excess), and (ii) shall be required to advance the full amount of expenses incurred by each IndemniteeIndemnitee and shall be liable for the full amount of all losses of each Indemnitee or on his, her or its behalf to the extent legally permitted and as required by this Agreement and the Indemnification Agreements, without regard to any rights such Indemnitees may have against the Secondary Fund Indemnitors or their insurers; provided , and (iii) irrevocably waives and relinquishes, and releases the Fund Indemnitors and such insurers from, any and all claims against the Fund Indemnitors or such insurers for contribution, subrogation or any other recovery of any kind in respect thereof. In furtherance and not in limitation of the foregoing, the Company agrees that in the event that any Fund Indemnitor or its insurer should advance any expenses or make any payment to any Indemnitee for matters subject to advancement or indemnification by the Company pursuant to this Agreement or otherwise, the Company shall promptly reimburse such Fund Indemnitor or insurer and that such Fund Indemnitor or insurer shall be subrogated to all of the claims or rights of such Indemnitee shall have delivered under the Indemnification Agreements, this Agreement or otherwise, including to the Company payment of expenses in an undertaking, by or on behalf of such Indemnitee, action to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnitee is not entitled to be indemnified for such expensescollect. The Company agrees that any Secondary Fund Indemnitor or insurer thereof not a party hereto shall be an express third party beneficiary of this Section 2.53.1(m), able to enforce such clause according to its terms as if it were a party hereto. Nothing contained in the Indemnification Agreements is intended to limit the scope of this Section 2.5 3.1(m) or the other terms set forth in this Agreement or the rights of the Secondary Fund Indemnitors or their insurers hereunder.

Indemnification Priority. The Company hereby acknowledges that, in addition to the rights provided to each Nominee Director FF Top Designee serving on the Board or other indemnified person Person covered by any such indemnity insurance policy (any such Person, an “Indemnitee”) or any indemnification agreement that such Indemnitee may enter into with the Company from time to time (the “Indemnification Agreements”), the Indemnitees may (to the extent they are agreed to in writing between FF Top and such Indemnitee) have certain rights to indemnification, advancement of expenses and/or insurance provided by FF Top or one or more of their respective Affiliates (collectively, the “Secondary Indemnitors”). Notwithstanding anything to the contrary in any of the Indemnification Agreements, the Company hereby agrees that, to the fullest extent available under applicable Law and subject to section 232 of the Actpermitted by Law, with respect to its indemnification and advancement obligations to the Indemnitees under the Indemnification Agreements, this Agreement or otherwise, the Company (i) is the indemnitor of first resort (i.e., its and its insurers’ obligations to advance expenses and to indemnify the Indemnitees are primary and any obligation (if any) of the Secondary Indemnitors or their insurers to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any of the Indemnitees is secondary and excess), and (ii) shall be required to advance the full amount of expenses incurred by each Indemnitee, without regard to any rights such Indemnitees may have against the Secondary Indemnitors or their insurers; provided that provided, such Indemnitee shall have delivered to the Company an undertaking, by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnitee is not entitled to be indemnified for such expenses. The Company agrees that any Secondary Indemnitor or insurer thereof not a party hereto shall be an express third party beneficiary of this Section 2.5, able to enforce such clause according to its terms as if it were a party hereto. Nothing contained in the Indemnification Agreements is intended to limit the scope of this Section 2.5 or the other terms set forth in this Agreement or the rights of the Secondary Indemnitors or their insurers hereunder.

Indemnification Priority. The Each Group Company hereby acknowledges that, in addition to that the rights provided to each Nominee Director serving on the Board or other indemnified person covered by any such indemnity insurance policy (any such Person, an “Indemnitee”) or any indemnification agreement that such Indemnitee may enter into with the Company from time to time (the “Indemnification Agreements”), the Indemnitees may have certain rights to indemnification, advancement of expenses and/or insurance provided pursuant to this Section 4 may also be provided to certain Indemnitees by one or more the Managers, certain of the Xxxx Capital Funds and/or certain of their respective Affiliates affiliates (collectivelyother than the Group Companies) (the Managers and such other Persons, the “Secondary Affiliate Indemnitors”). Notwithstanding anything ) and/or by insurers providing insurance coverage to the contrary in any of the Indemnification Agreements, the Affiliated Indemnitors. Each Group Company hereby agrees that, to as between the fullest extent available under applicable Law Group Companies, on the one hand, and subject to section 232 the Affiliate Indemnitors and their insurers, on the other, (i) the Group Companies are the indemnitors of the Act, first resort with respect to its indemnification and advancement obligations to the Indemnitees all indemnifiable claims against such Indemnitees, whether arising under the Indemnification Agreements, this Agreement or otherwise, the Company (i) is the indemnitor of first resort otherwise (i.e., its and its insurersthe Group Companies’ obligations to advance expenses and to indemnify the such Indemnitees are primary and any obligation of any of the Secondary Affiliate Indemnitors or their insurers to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any of the such Indemnitees is secondary and excessare secondary), and (ii) the Group Companies shall be required to advance the full amount of expenses incurred by each such Indemnitees and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement (or any other agreement between any of the Group Companies and such Indemnitee), without regard to any rights such Indemnitees Indemnitee may have against any of the Secondary Affiliate Indemnitors or any of their insurers; provided insurers and (iii) each Group Company hereby knowingly, intentionally and irrevocably waives, relinquishes and forever releases the Affiliate Indemnitors from any and all, and covenants not to xxx any of the Affiliate Indemnitors in respect of any, claims for contribution, subrogation or any other right or theory, recovery of any kind against the Affiliate Indemnitors in respect thereof. The Group Companies, jointly and severally, shall indemnify the Affiliate Indemnitors directly against any and all amounts that such Indemnitee shall have delivered to the Company an undertaking, by Affiliate Indemnitors pay as indemnification or advancement on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that any such Indemnitee is not and for which such Indemnitee may be entitled to be indemnified for such expensesindemnification from any of the Group Companies in connection with serving as a director, manager, member, partner or officer (or equivalent positions, including in non-U.S. jurisdictions) of any of the Group Companies. The Each Group Company further agrees that no advancement or payment by any Secondary Indemnitor or insurer thereof not a party hereto of the Affiliate Indemnitors on behalf of any such Indemnitee with respect to any claim for which such Indemnitee has sought indemnification from any of the Group Companies shall affect the foregoing rights and obligations, and the Affiliate Indemnitors shall be an express third party beneficiary subrogated to the extent of this Section 2.5, able such advancement or payment to enforce such clause according to its terms as if it were a party hereto. Nothing contained in the Indemnification Agreements is intended to limit the scope all of this Section 2.5 or the other terms set forth in this Agreement or the rights of recovery of such Indemnitee against any of the Secondary Indemnitors or their insurers hereunderGroup Companies, and the Group Companies shall cooperate with any Indemnitee pursuing such rights.

Indemnification Priority. The Company hereby acknowledges that, in addition to the rights provided to each Nominee Silver Lake Sumeru Director, Iconiq Director serving on the Board or other indemnified person Person covered by any such indemnity insurance policy (any such Person, an “Indemnitee”) ), the Organizational Documents or any indemnification agreement that such Indemnitee may enter into with the Company from time to time (collectively, the “Indemnification Agreements”), the Indemnitees may have certain rights to indemnification, advancement of expenses and/or insurance provided by Silver Lake Sumeru or Iconiq, as the case may be, or one or more of their its respective Affiliates (collectivelyexcluding the Company and its subsidiaries) now or hereafter (with respect to Silver Lake Sumeru or Iconiq, as applicable, the “Secondary Fund Indemnitors”). Notwithstanding anything to the contrary in any of the Indemnification AgreementsAgreements or this Agreement, the Company hereby agrees that, to the fullest extent available under applicable Law and subject to section 232 of the Actpermitted by law, with respect to its indemnification and advancement obligations to the Indemnitees under the Indemnification Agreements, this Agreement or otherwise, the Company (i) is the indemnitor of first resort (i.e., its and its insurers’ obligations to advance expenses and to indemnify the Indemnitees are primary and any obligation of the Secondary Fund Indemnitors or their insurers to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any of the Indemnitees is secondary and excess), and (ii) shall be required to advance the full amount of expenses incurred by each IndemniteeIndemnitee and shall be liable for the full amount of all losses, liabilities, damages, deficiencies, fines and assessments, claims, judgments, awards, settlements, demands, offsets, costs or expenses (including without limitation, interest, penalties, court costs, arbitration costs and fees, costs of investigation, witness fees, fees and expenses of outside attorneys, investigators, expert witnesses, accountants and other professionals, and any federal, state, local or foreign tax imposed as a result of actual or deemed receipt of any payments by the Indemnified Person pursuant to this Agreement) of each Indemnitee or on his, her or its behalf to the extent legally permitted and as required by this Agreement and the Indemnification Agreements, without regard to any rights such Indemnitees may have against the Secondary Fund Indemnitors or their insurers; provided , and (iii) irrevocably waives and relinquishes, and releases the Fund Indemnitors and such insurers from, any and all claims against the Fund Indemnitors or such insurers for contribution, subrogation or any other recovery of any kind in respect thereof. In furtherance and not in limitation of the foregoing, the Company agrees that in the event that any Fund Indemnitor or its insurer should advance any expenses or make any payment to any Indemnitee for matters subject to advancement or indemnification by the Company pursuant to this Agreement or otherwise, the Company shall promptly reimburse such Fund Indemnitor or insurer and that such Fund Indemnitor or insurer shall be subrogated to all of the claims or rights of such Indemnitee shall have delivered under the Indemnification Agreements, this Agreement or otherwise, including to the Company payment of expenses in an undertaking, by or on behalf of such Indemnitee, action to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnitee is not entitled to be indemnified for such expensescollect. The Company agrees that any Secondary Fund Indemnitor or insurer thereof not a party hereto shall be an express third party beneficiary of this Section 2.55.02, able to enforce such clause according to its terms as if it were a party hereto. Nothing contained in the Indemnification Agreements is intended to limit the scope of this Section 2.5 5.02 or the other terms set forth in this Agreement or the rights of the Secondary Fund Indemnitors or their insurers hereunder.

Indemnification Priority. The Company hereby acknowledges that, in addition to the rights provided to each Nominee Silver Lake Director, Iconiq Director serving on the Board or other indemnified person Person covered by any such indemnity insurance policy (any such Person, an “Indemnitee”) ), the Organizational Documents or any indemnification agreement that such Indemnitee may enter into with the Company from time to time (collectively, the “Indemnification Agreements”), the Indemnitees may have certain rights to indemnification, advancement of expenses and/or insurance provided by Silver Lake or Iconiq, as the case may be, or one or more of their its respective Affiliates (collectivelyexcluding the Company and its subsidiaries) now or hereafter (with respect to Silver Lake or Iconiq, as applicable, the “Secondary Fund Indemnitors”). Notwithstanding anything to the contrary in any of the Indemnification AgreementsAgreements or this Agreement, the Company hereby agrees that, to the fullest extent available under applicable Law and subject to section 232 of the Actpermitted by law, with respect to its indemnification and advancement obligations to the Indemnitees under the Indemnification Agreements, this Agreement or otherwise, the Company (i) is the indemnitor of first resort (i.e., its and its insurers’ obligations to advance expenses and to indemnify the Indemnitees are primary and any obligation of the Secondary Fund Indemnitors or their insurers to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any of the Indemnitees is secondary and excess), and (ii) shall be required to advance the full amount of expenses incurred by each IndemniteeIndemnitee and shall be liable for the full amount of all losses, liabilities, damages, deficiencies, fines and assessments, claims, judgments, awards, settlements, demands, offsets, costs or expenses (including without limitation, interest, penalties, court costs, arbitration costs and fees, costs of investigation, witness fees, fees and expenses of outside attorneys, investigators, expert witnesses, accountants and other professionals, and any federal, state, local or foreign tax imposed as a result of actual or deemed receipt of any payments by the Indemnified Person pursuant to this Agreement) of each Indemnitee or on his, her or its behalf to the extent legally permitted and as required by this Agreement and the Indemnification Agreements, without regard to any rights such Indemnitees may have against the Secondary Fund Indemnitors or their insurers; provided , and (iii) irrevocably waives and relinquishes, and releases the Fund Indemnitors and such insurers from, any and all claims against the Fund Indemnitors or such insurers for contribution, subrogation or any other recovery of any kind in respect thereof. In furtherance and not in limitation of the foregoing, the Company agrees that in the event that any Fund Indemnitor or its insurer should advance any expenses or make any payment to any Indemnitee for matters subject to advancement or indemnification by the Company pursuant to this Agreement or otherwise, the Company shall promptly reimburse such Fund Indemnitor or insurer and that such Fund Indemnitor or insurer shall be subrogated to all of the claims or rights of such Indemnitee shall have delivered under the Indemnification Agreements, this Agreement or otherwise, including to the Company payment of expenses in an undertaking, by or on behalf of such Indemnitee, action to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnitee is not entitled to be indemnified for such expensescollect. The Company agrees that any Secondary Fund Indemnitor or insurer thereof not a party hereto shall be an express third party beneficiary of this Section 2.55.02, able to enforce such clause according to its terms as if it were a party hereto. Nothing contained in the Indemnification Agreements is intended to limit the scope of this Section 2.5 5.02 or the other terms set forth in this Agreement or the rights of the Secondary Fund Indemnitors or their insurers hereunder.

Indemnification Priority. The Company hereby acknowledges that, in addition to the rights provided to each Nominee Silver Lake Director, TPG Director serving on the Board or other indemnified person covered by any such indemnity insurance policy (any such Person, an “Indemnitee”) or any indemnification agreement that such Indemnitee may enter into with the Company from time to time (the “Indemnification Agreements”), the Indemnitees Indemnitees, may have certain rights to indemnification, advancement of expenses and/or insurance provided by Silver Lake or TPG, as the case may be, or one or more of their its respective Affiliates (collectivelyexcluding the Company and its subsidiaries) now or hereafter (with respect to Silver Lake or TPG, as applicable, the “Secondary Fund Indemnitors”). Notwithstanding anything to the contrary in any of the Indemnification AgreementsAgreements or this Agreement, the Company hereby agrees that, to the fullest extent available under applicable Law and subject to section 232 of the Actpermitted by law, with respect to its indemnification and advancement obligations to the Indemnitees under the Indemnification Agreements, this Agreement or otherwise, the Company (i) is the indemnitor of first resort (i.e., its and its insurers’ obligations to advance expenses and to indemnify the Indemnitees are primary and any obligation of the Secondary Fund Indemnitors or their insurers to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any of the Indemnitees is secondary and excess), and (ii) shall be required to advance the full amount of expenses incurred by each IndemniteeIndemnitee and shall be liable for the full amount of all losses, liabilities, damages, deficiencies, fines and assessments, claims, judgments, awards, settlements, demands, offsets, costs or expenses (including without limitation, interest, penalties, court costs, arbitration costs and fees, costs of investigation, witness fees, fees and expenses of outside attorneys, investigators, expert witnesses, accountants and other professionals, and any federal, state, local or foreign tax imposed as a result of actual or deemed receipt of any payments by the Indemnified Person pursuant to this Agreement) of each Indemnitee or on his, her or its behalf to the extent legally permitted and as required by this Agreement and the Indemnification Agreements, without regard to any rights such Indemnitees may have against the Secondary Fund Indemnitors or their insurers; provided , and (iii) irrevocably waives and relinquishes, and releases the Fund Indemnitors and such insurers from, any and all claims against the Fund Indemnitors or such insurers for contribution, subrogation or any other recovery of any kind in respect thereof. In furtherance and not in limitation of the foregoing, the Company agrees that in the event that any Fund Indemnitor or its insurer should advance any expenses or make any payment to any Indemnitee for matters subject to advancement or indemnification by the Company pursuant to this Agreement or otherwise, the Company shall promptly reimburse such Fund Indemnitor or insurer and that such Fund Indemnitor or insurer shall be subrogated to all of the claims or rights of such Indemnitee shall have delivered under the Indemnification Agreements, this Agreement or otherwise, including to the Company payment of expenses in an undertaking, by or on behalf of such Indemnitee, action to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnitee is not entitled to be indemnified for such expensescollect. The Company agrees that any Secondary Fund Indemnitor or insurer thereof not a party hereto shall be an express third party beneficiary of this Section 2.55.02, able to enforce such clause according to its terms as if it were a party hereto. Nothing contained in the Indemnification Agreements is intended to limit the scope of this Section 2.5 5.02 or the other terms set forth in this Agreement or the rights of the Secondary Fund Indemnitors or their insurers hereunder.

Indemnification Priority. The Company hereby acknowledges that, in addition to the rights provided to each Nominee Director serving on the Board Shareholder Designee or other indemnified person covered by any such indemnity insurance policy (any such Person, an “Indemnitee”) or any indemnification agreement that such Indemnitee may enter into with the Company from time to time (the “Indemnification Agreements”), the Indemnitees may have certain rights to indemnification, advancement of expenses and/or insurance provided by the Sponsor, the Shareholder Entities or one or more of their respective Affiliates (collectively, the “Secondary Fund Indemnitors”). Notwithstanding anything to the contrary in any of the Indemnification AgreementsAgreements or this Agreement, the Company hereby agrees that, to the fullest extent available under applicable Law and subject to section 232 of the Actpermitted by Law, with respect to its indemnification and advancement obligations to the Indemnitees under the Indemnification Agreements, this Agreement or otherwise, the Company (i) is the indemnitor of first resort (i.e., its and its insurers’ obligations to advance expenses and to indemnify the Indemnitees are primary and any obligation of the Secondary Fund Indemnitors or their insurers to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any of the Indemnitees is secondary and excess), and (ii) shall be required to advance the full amount of expenses incurred by each IndemniteeIndemnitee and shall be liable for the full amount of all losses of each Indemnitee or on his, her or its behalf to the extent legally permitted and as required by this Agreement and the Indemnification Agreements, without regard to any rights such Indemnitees may have against the Secondary Fund Indemnitors or their insurers; provided , and (iii) irrevocably waives and relinquishes, and releases the Fund Indemnitors and such insurers from, any and all claims against the Fund Indemnitors or such insurers for contribution, subrogation or any other recovery of any kind in respect thereof. In furtherance and not in limitation of the foregoing, the Company agrees that in the event that any Fund Indemnitor or its insurer should advance any expenses or make any payment to any Indemnitee for matters subject to advancement or indemnification by the Company pursuant to this Agreement or otherwise, the Company shall promptly reimburse such Fund Indemnitor or insurer and that such Fund Indemnitor or insurer shall be subrogated to all of the claims or rights of such Indemnitee shall have delivered under the Indemnification Agreements, this Agreement or otherwise, including to the Company payment of expenses in an undertaking, by or on behalf of such Indemnitee, action to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnitee is not entitled to be indemnified for such expensescollect. The Company agrees that any Secondary Fund Indemnitor or insurer thereof not a party hereto shall be an express third party beneficiary of this Section 2.5, able to enforce such clause according to its terms as if it were a party hereto. Nothing contained in the Indemnification Agreements is intended to limit the scope of this Section 2.5 or the other terms set forth in this Agreement or the rights of the Secondary Fund Indemnitors or their insurers hereunder.