Common use of Indemnification Priority Clause in Contracts

Indemnification Priority. The Company acknowledges and agrees that the Company shall be fully and primarily responsible for the payment of all Indemnified Liabilities to each Indemnitee, howsoever such right to indemnification or advancement from the Company arises, without regard to (i) any right of recovery the Indemnitee may have from a third party or (ii) any right to insurance coverage that the Indemnitee may have under any insurance policy. Under no circumstance shall the Company be entitled to any right of subrogation, reimbursement, exoneration, indemnification or contribution from any such third party or insurance carrier pursuant to any right of indemnification that the Indemnitee may have under any contract, insurance policy or otherwise, and the Company shall not have any right to participate in any claim or remedy of the Indemnitee in respect thereof. No right of indemnification, reimbursement, advancement of expenses or insurance coverage or any other right of recovery the Indemnitee may have from any third party or insurance carrier shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company under Section 7.8. The Company hereby unconditionally and irrevocably waives, relinquishes and releases, and covenants and agrees not to exercise any rights that it may now have or hereafter acquire against any Indemnitee that arises from or relates to the existence, payment, performance or enforcement of the Company’s obligations under this Agreement or under any other indemnification agreement (whether pursuant to contract, by-laws or charter), including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Indemnitee against any third party or insurance carrier, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right.

Indemnification Priority. The Company hereby acknowledges and agrees that the rights to indemnification, advancement of expenses and/or insurance provided pursuant to this Article VI may also be provided to certain Indemnified Persons by other sources (collectively, the “Affiliate Indemnitors”). The Company shall be fully hereby agrees that, as between itself and primarily responsible the Affiliate Indemnitors: (a) the Company is the indemnitor of first resort with respect to all such indemnifiable claims against such Indemnified Persons, whether arising under this Agreement or otherwise (i.e., its obligations to such Indemnified Persons are primary and any obligation of the Affiliate Indemnitors to advance expenses or to provide indemnification for the payment same expenses or liabilities incurred by such Indemnified Persons are secondary); (b) the Company will be required to advance the full amount of expenses incurred by such Indemnified Persons and will be liable for the full amount of all Indemnified Liabilities expenses, judgments, penalties, fines and amounts paid in settlement to each Indemnitee, howsoever such right to indemnification the extent legally permitted and as required by the terms of this Agreement (or advancement from any other agreement between the Company arisesand such Indemnified Persons), without regard to (i) any right of recovery the Indemnitee rights such Indemnified Persons may have from a third party or against the Affiliate Indemnitors; and (iic) any right to insurance coverage that the Indemnitee may have under any insurance policy. Under no circumstance shall the Company be entitled to any right of subrogation, reimbursement, exoneration, indemnification or contribution from any such third party or insurance carrier pursuant to any right of indemnification that the Indemnitee may have under any contract, insurance policy or otherwise, and the Company shall not have any right to participate in any claim or remedy of the Indemnitee in respect thereof. No right of indemnification, reimbursement, advancement of expenses or insurance coverage or any other right of recovery the Indemnitee may have from any third party or insurance carrier shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company under Section 7.8. The Company hereby unconditionally and irrevocably waives, relinquishes and releasesreleases the Affiliate Indemnitors from any and all claims against the Affiliate Indemnitors for contribution, subrogation or any other recovery of any kind in 33 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 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 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 will affect the foregoing and the Affiliate Indemnitors will be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Indemnified Person against the Company, and covenants the Company will cooperate with the Affiliate Indemnitors in pursuing such rights. The Company and agrees not to exercise any rights the Indemnified Persons acknowledge that it may now have or hereafter acquire against any Indemnitee that arises from or relates to the existence, payment, performance or enforcement Affiliate Indemnitors are express third party beneficiaries of the Company’s obligations under terms of this Agreement or under any other indemnification agreement (whether pursuant to contract, by-laws or charter), including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Indemnitee against any third party or insurance carrier, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right.Section 6.6. 6.7

Indemnification Priority. The Company hereby acknowledges that the rights to indemnification provided pursuant to this Section 3 may also be provided to certain Indemnitees by Bain, Xxxx Capital Investors, LLC and certain of their respective affiliates (in each case, other than the Company) (collectively, the “Affiliate Indemnitors”) and by insurers providing insurance coverage to the Affiliated Indemnitors. The Company hereby agrees that that, as between itself and the Affiliate Indemnitors and their insurers, (i) the Company is the indemnitor of first resort with respect to all such indemnifiable claims against such Indemnitees (i.e., its obligations to such Indemnitees are primary and any obligation of the Affiliate Indemnitors to provide indemnification for the same liabilities incurred by such Indemnitees are secondary), (ii) the Company shall be fully and primarily responsible liable for the payment full amount of all Indemnified Liabilities expenses, judgments, penalties, fines and amounts paid in settlement to each Indemnitee, howsoever such right to indemnification the extent legally permitted and as required by the terms of this Agreement (or advancement from any other agreement between the Company arisesand such Indemnitee), without regard to (i) any right of recovery the rights such Indemnitee may have against the Affiliate Indemnitors or any of their insurers and (iii) the Company irrevocably waives, relinquishes and releases the Affiliate Indemnitors from a third party any and all claims against the Affiliate Indemnitors for contribution, subrogation or (ii) any right other recovery of any kind in respect thereof. The Company agrees to insurance coverage indemnify the Affiliate Indemnitors directly for any amounts that the Affiliate Indemnitors pay as indemnification or advancement on behalf of any such Indemnitee may have under any insurance policy. Under no circumstance shall and for which such Indemnitee is entitled to indemnification from the Company be entitled pursuant to this Agreement. The Company further agrees that no advancement or payment by the Affiliate Indemnitors on behalf of any such Indemnitee with respect to any right claim for which such Indemnitee has sought indemnification from the Company shall affect the foregoing and the Affiliate Indemnitors shall be subrogated to the extent of subrogation, reimbursement, exoneration, indemnification such advancement or contribution from any payment to all of the rights of recovery of such third party or insurance carrier pursuant to any right of indemnification that Indemnitee against the Indemnitee may have Company under any contract, insurance policy or otherwisethis Agreement, and the Company shall not have any right to participate in any claim or remedy of cooperate with the Indemnitee in respect thereof. No right of indemnification, reimbursement, advancement of expenses or insurance coverage or any other right of recovery the Indemnitee may have from any third party or insurance carrier shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company under Section 7.8. The Company hereby unconditionally and irrevocably waives, relinquishes and releases, and covenants and agrees not to exercise any rights that it may now have or hereafter acquire against any Indemnitee that arises from or relates to the existence, payment, performance or enforcement of the Company’s obligations under this Agreement or under any other indemnification agreement (whether pursuant to contract, by-laws or charter), including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Indemnitee against any third party or insurance carrier, whether or not pursuing such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or rightrights.

Indemnification Priority. The Company acknowledges and agrees that the Company shall be fully and primarily responsible for the payment of all Indemnified Liabilities to each Indemnitee, howsoever such right to indemnification or advancement from the Company arises, without regard to (i) any right of recovery the Indemnitee may have from a third party or (ii) any right to insurance coverage that the Indemnitee may have under any insurance policy. Under no circumstance shall the Company be entitled to any right of subrogation, reimbursement, exoneration, indemnification or contribution from any such third party or insurance carrier pursuant to any right of indemnification that the Indemnitee may have under any contract, insurance policy or otherwise, and the Company shall not have any right to participate in any claim or remedy of the Indemnitee in respect thereof. No right of indemnification, reimbursement, advancement of expenses or insurance coverage or any other right of recovery the Indemnitee may have from any third party or insurance carrier shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company under Section 7.87.9. The Company hereby unconditionally and irrevocably waives, relinquishes and releases, and covenants and agrees not to exercise any rights that it may now have or hereafter acquire against any Indemnitee that arises from or relates to the existence, payment, performance or enforcement of the Company’s obligations under this Agreement or under any other indemnification agreement (whether pursuant to contract, by-laws or charter), including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Indemnitee against any third party or insurance carrier, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right.

Indemnification Priority. The Company acknowledges and agrees that the rights to indemnification, advancement of expenses and/or insurance provided pursuant to this Section 7.5 may also be provided to certain Indemnitees by other sources (collectively, the “Affiliate Indemnitors”). The Company shall be fully hereby agrees that, as between itself and primarily responsible the 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 obligations to such Indemnitees are primary and any obligation of the Affiliate Indemnitors to advance expenses or to provide indemnification for the payment same expenses or liabilities incurred by such Indemnitees are secondary), (ii) the Company will be required to advance the full amount of expenses incurred by such Indemnitees and will be liable for the full amount of all Indemnified Liabilities expenses, judgments, penalties, fines and amounts paid in settlement to each Indemnitee, howsoever such right to indemnification the extent legally permitted and as required by the terms of this Agreement (or advancement from any other agreement between the Company arisesand such Indemnitee), without regard to (i) any right of recovery the rights such Indemnitee may have from a third party or against the Affiliate Indemnitors and (iiiii) any right to insurance coverage that the Indemnitee may have under any insurance policy. Under no circumstance shall the Company be entitled to any right of subrogation, reimbursement, exoneration, indemnification or contribution from any such third party or insurance carrier pursuant to any right of indemnification that the Indemnitee may have under any contract, insurance policy or otherwise, and the Company shall not have any right to participate in any claim or remedy of the Indemnitee in respect thereof. No right of indemnification, reimbursement, advancement of expenses or insurance coverage or any other right of recovery the Indemnitee may have from any third party or insurance carrier shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company under Section 7.8. The Company hereby unconditionally and irrevocably waives, relinquishes and releasesreleases 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 Company agrees to indemnify the Affiliate Indemnitors directly for any amounts that the Affiliate Indemnitors pay as indemnification or advancement on behalf of any such Indemnitees and for which such Indemnitees may be entitled to indemnification from the Company pursuant to this Section 7.5. 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 will affect the foregoing and the Affiliate Indemnitors will be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Indemnitee against the Company, and covenants the Company will cooperate with the Affiliate Indemnitors in pursuing such rights. The Company and agrees not to exercise any rights the Indemnitees acknowledge that it may now have or hereafter acquire against any Indemnitee that arises from or relates to the existence, payment, performance or enforcement Affiliate Indemnitors are express third party beneficiaries of the Company’s obligations under terms of this Agreement or under any other indemnification agreement (whether pursuant to contract, by-laws or charterSection 7.5(b), including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Indemnitee against any third party or insurance carrier, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right.

Indemnification Priority. The Company hereby acknowledges and agrees that the rights to indemnification, advancement of expenses and/or insurance provided pursuant to this Article VI may also be provided to certain Indemnified Persons by other sources (collectively, the “Affiliate Indemnitors”). The Company shall be fully hereby agrees that, as between itself and primarily responsible the Affiliate Indemnitors: (a) the Company is the indemnitor of first resort with respect to all such indemnifiable claims against such Indemnified Persons, whether arising under this Agreement or otherwise (i.e., its obligations to such Indemnified Persons are primary and any obligation of the Affiliate Indemnitors to advance expenses or to provide indemnification for the payment same expenses or liabilities incurred by such Indemnified Persons are secondary); (b) the Company will be required to advance the full amount of expenses incurred by such Indemnified Persons and will be liable for the full amount of all Indemnified Liabilities expenses, judgments, penalties, fines and amounts paid in settlement to each Indemnitee, howsoever such right to indemnification the extent legally permitted and as required by the terms of this Agreement (or advancement from any other agreement between the Company arisesand such Indemnified Persons), without regard to (i) any right of recovery the Indemnitee rights such Indemnified Persons may have from a third party or against the Affiliate Indemnitors; and (iic) any right to insurance coverage that the Indemnitee may have under any insurance policy. Under no circumstance shall the Company be entitled to any right of subrogation, reimbursement, exoneration, indemnification or contribution from any such third party or insurance carrier pursuant to any right of indemnification that the Indemnitee may have under any contract, insurance policy or otherwise, and the Company shall not have any right to participate in any claim or remedy of the Indemnitee in respect thereof. No right of indemnification, reimbursement, advancement of expenses or insurance coverage or any other right of recovery the Indemnitee may have from any third party or insurance carrier shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company under Section 7.8. The Company hereby unconditionally and irrevocably waives, relinquishes and releasesreleases 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 Company agrees to indemnify the Affiliate Indemnitors directly for any amounts that the Affiliate Indemnitors pay as indemnification or advancement on behalf of any 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 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 will affect the foregoing and the Affiliate Indemnitors will be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Indemnified Person against the Company, and covenants the Company will cooperate with the Affiliate Indemnitors in pursuing such rights. The Company and agrees not to exercise any rights the Indemnified Persons acknowledge that it may now have or hereafter acquire against any Indemnitee that arises from or relates to the existence, payment, performance or enforcement Affiliate Indemnitors are express third party beneficiaries of the Company’s obligations under terms of this Agreement or under any other indemnification agreement (whether pursuant to contract, by-laws or charter), including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Indemnitee against any third party or insurance carrier, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or rightSection 6.6.

Indemnification Priority. The Company acknowledges and agrees Clients hereby confirm that the Company shall be fully and primarily responsible for the payment of all Indemnified Liabilities Obligations to each Indemnitee, howsoever such right to indemnification or advancement from the Company arises, without regard to (ia) any right of recovery the Indemnitee may have from a third party or (iib) any right to insurance coverage that the Indemnitee may have under any insurance policy. Under no circumstance shall the Company any Client be entitled to any right of subrogation, reimbursement, exoneration, indemnification or contribution from any such third party or insurance carrier pursuant to any right of indemnification that the Indemnitee may have under any contract, insurance policy or otherwise, and the Company no Client shall not have any right to participate in any claim or remedy of the Indemnitee in respect thereof. No right of indemnification, reimbursement, advancement of expenses or insurance coverage or any other right of recovery of the Indemnitee may have from any third party or insurance carrier shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company Clients under Section 7.86 of the Management Agreement. The Company Each Client hereby unconditionally and irrevocably waives, relinquishes and releases, and covenants and agrees not to exercise any rights that it may now have or hereafter acquire against any Indemnitee that arises from or relates to the existence, payment, performance or enforcement of the Companysuch Client’s obligations under this the Management Agreement or under any other indemnification agreement (whether pursuant to contract, by-laws or charter), including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Indemnitee against any third party or insurance carrier, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right.

Indemnification Priority. The Company acknowledges As between the corporation and agrees that any other person (other than an entity directly or indirectly controlled by the Company corporation) who provides indemnification to the Indemnitees for their service to, or on behalf of, the corporation (collectively, the “Secondary Indemnitors”) (i) the corporation shall be fully and primarily responsible for the payment full indemnitor of all Indemnified Liabilities to each Indemnitee, howsoever such right to first resort in respect of indemnification or advancement from of expenses in connection with any Jointly Indemnifiable Claims (as defined below), pursuant to and in accordance with the Company arisesterms of this Section 8, without regard to (i) irrespective of any right of indemnification, advancement of expenses or other right of recovery the any Indemnitee may have from a third party any Secondary Indemnitor or (ii) any right to insurance coverage that the Indemnitee may have under any insurance policypolicy issued to any Secondary Indemnitor (i.e., the corporation’s obligations to such Indemnitees are primary and any obligation of any Secondary Indemnitor, or any insurer of any Secondary Indemnitor, to advance expenses or to provide indemnification or insurance coverage for the same loss or liability incurred by such Indemnitees is secondary to the corporation’s obligations), (ii) the corporation shall be required to advance the full amount of expenses incurred by any such Indemnitee and shall be liable for the full amount of all liability and loss suffered by such Indemnitee (including, but not limited to, expenses (including, but not limited to, attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Indemnitee in connection with such Proceeding), without regard to any rights any such Indemnitee may have against any Secondary Indemnitor or against any insurance carrier providing insurance coverage to Indemnitee under any insurance policy issued to a Secondary Indemnitor, and (iii) the corporation irrevocably waives, relinquishes and releases each Secondary Indemnitor from any and all claims against such Secondary Indemnitor for contribution, subrogation or any other recovery of any kind in respect thereof. Under no circumstance The corporation shall the Company indemnify each Secondary Indemnitor directly for any amounts that such Secondary Indemnitor pays as indemnification or advancement on behalf of any such Indemnitee and for which such Indemnitee may be entitled to any right of subrogation, reimbursement, exoneration, indemnification or contribution from any such third party or insurance carrier pursuant to any right of indemnification that the Indemnitee may have under any contract, insurance policy or otherwise, and the Company shall not have any right to participate corporation in any claim or remedy of the Indemnitee in respect thereofconnection with Jointly Indemnifiable Claims. No right of indemnification, reimbursement, advancement of expenses or insurance coverage or any other right of recovery the that an Indemnitee may have from any third party or insurance carrier Secondary Indemnitor shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company under Section 7.8corporation hereunder. The Company hereby unconditionally No advancement or payment by any Secondary Indemnitor on behalf of any such Indemnitee with respect to any claim for which such Indemnitee has sought indemnification from the corporation shall affect the foregoing and irrevocably waives, relinquishes and releases, and covenants and agrees not to exercise any rights that it may now have or hereafter acquire against any Indemnitee that arises from or relates the Secondary Indemnitors shall be subrogated to the existence, payment, performance extent of such advancement or enforcement payment to all of the Companyrights of recovery of such Indemnitee against the corporation. Each Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure the rights of such Indemnitee’s obligations Secondary Indemnitors under this Agreement or under any other indemnification agreement (whether pursuant Section 8.7, including the execution of such documents as may be necessary to contractenable the Secondary Indemnitors effectively to bring suit to enforce such rights, byincluding in the right of the corporation. Each of the Secondary Indemnitors shall be third-laws or charter)party beneficiaries with respect to this Section 8.7, includingentitled to enforce this Section 8.7. As used in this Section 8.7, the term “Jointly Indemnifiable Claims” shall be broadly construed and shall include, without limitation, any right of subrogationaction, suit, proceeding or other matter for which an Indemnitee shall be entitled to indemnification, reimbursement, exonerationadvancement of expenses or insurance coverage from both a Secondary Indemnitor (or an insurance carrier providing insurance coverage to any Secondary Indemnitor) and the corporation, contribution whether pursuant to Delaware law (or indemnification and other applicable law in the case of any right to participate in Secondary Indemnitor), any claim agreement or remedy certificate of incorporation, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of the Indemnitee against corporation or the Secondary Indemnitors or any third party or insurance carrierpolicy providing insurance coverage to any Secondary Indemnitor, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or rightas applicable.

Indemnification Priority. The Company hereby acknowledges and agrees that the rights to indemnification, advancement of expenses and/or insurance provided pursuant to this Section 11.2 may also be provided to certain Indemnified Persons by other sources (collectively, the “Affiliate Indemnitors”). The Company shall be fully hereby agrees that, as between itself and primarily responsible the Affiliate Indemnitors: (i) the Company is the indemnitor of first resort with respect to all such indemnifiable claims against such Indemnified Persons, whether arising under this Agreement or otherwise (i.e., its obligations to such Indemnified Persons are primary and any obligation of the Affiliate Indemnitors to advance expenses or to provide indemnification for the payment same expenses or liabilities incurred by such Indemnified Persons are secondary), (ii) the Company will be required to advance the full amount of expenses incurred by such Indemnified Persons and will be liable for the full amount of all Indemnified Liabilities expenses, judgments, penalties, fines and amounts paid in settlement to each Indemnitee, howsoever such right to indemnification the extent legally permitted and as required by the terms of this Agreement (or advancement from any other agreement between the Company arisesand such Indemnified Persons), without regard to (i) any right of recovery the Indemnitee rights such Indemnified Persons may have from a third party or against the Affiliate Indemnitors, and (iiiii) any right to insurance coverage that the Indemnitee may have under any insurance policy. Under no circumstance shall the Company be entitled to any right of subrogation, reimbursement, exoneration, indemnification or contribution from any such third party or insurance carrier pursuant to any right of indemnification that the Indemnitee may have under any contract, insurance policy or otherwise, and the Company shall not have any right to participate in any claim or remedy of the Indemnitee in respect thereof. No right of indemnification, reimbursement, advancement of expenses or insurance coverage or any other right of recovery the Indemnitee may have from any third party or insurance carrier shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company under Section 7.8. The Company hereby unconditionally and irrevocably waives, relinquishes and releasesreleases 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 Company agrees to indemnify the Affiliate Indemnitors directly for any amounts that the Affiliate Indemnitors pay as indemnification or advancement on behalf of any 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 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 will affect the foregoing and the Affiliate Indemnitors will be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Indemnified Person against the Company, and covenants and agrees not to exercise any rights that it may now have or hereafter acquire against any Indemnitee that arises from or relates to the existence, payment, performance or enforcement of Company will cooperate with the Company’s obligations under this Agreement or under any other indemnification agreement (whether pursuant to contract, by-laws or charter), including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate Affiliate Indemnitors in any claim or remedy of the Indemnitee against any third party or insurance carrier, whether or not pursuing such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or rightrights.

Indemnification Priority. The Company acknowledges As between the Corporation and agrees that any other person (other than an entity directly or indirectly controlled by the Company Corporation) who provides indemnification to the Indemnitees for their service to, or on behalf of, the Corporation (collectively, the “Secondary Indemnitors”) (i) the Corporation shall be fully and primarily responsible for the payment full indemnitor of all Indemnified Liabilities to each Indemnitee, howsoever such right to first resort in respect of indemnification or advancement from of expenses in connection with any Jointly Indemnifiable Claims (as defined below), pursuant to and in accordance with the Company arisesterms of this Section 6, without regard to (i) irrespective of any right of indemnification, advancement of expenses or other right of recovery the any Indemnitee may have from a third party any Secondary Indemnitor or (ii) any right to insurance coverage that the Indemnitee may have under any insurance policypolicy issued to any Secondary Indemnitor (i.e., the Corporation’s obligations to such Indemnitees are primary and any obligation of any Secondary Indemnitor, or any insurer of any Secondary Indemnitor, to advance expenses or to provide indemnification or insurance coverage for the same loss or liability incurred by such Indemnitees is secondary to the Corporation’s obligations), (ii) the Corporation shall be required to advance the full amount of expenses incurred by any such Indemnitee and shall be liable for the full amount of all liability and loss suffered by such Indemnitee (including, but not limited to, expenses (including, but not limited to, attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Indemnitee in connection with such Proceeding), without regard to any rights any such Indemnitee may have against any Secondary Indemnitor or against any insurance carrier providing insurance coverage to Indemnitee under any insurance policy issued to a Secondary Indemnitor, and (iii) the Corporation irrevocably waives, relinquishes and releases each Secondary Indemnitor from any and all claims against such Secondary Indemnitor for contribution, subrogation or any other recovery of any kind in respect thereof. Under no circumstance The Corporation shall the Company indemnify each Secondary Indemnitor directly for any amounts that such Secondary Indemnitor pays as indemnification or advancement on behalf of any such Indemnitee and for which such Indemnitee may be entitled to any right of subrogation, reimbursement, exoneration, indemnification or contribution from any such third party or insurance carrier pursuant to any right of indemnification that the Indemnitee may have under any contract, insurance policy or otherwise, and the Company shall not have any right to participate Corporation in any claim or remedy of the Indemnitee in respect thereofconnection with Jointly Indemnifiable Claims. No right of indemnification, reimbursement, advancement of expenses or insurance coverage or any other right of recovery the that an Indemnitee may have from any third party or insurance carrier Secondary Indemnitor shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company under Section 7.8Corporation hereunder. The Company hereby unconditionally No advancement or payment by any Secondary Indemnitor on behalf of any such Indemnitee with respect to any claim for which such Indemnitee has sought indemnification from the Corporation shall affect the foregoing and irrevocably waives, relinquishes and releases, and covenants and agrees not to exercise any rights that it may now have or hereafter acquire against any Indemnitee that arises from or relates the Secondary Indemnitors shall be subrogated to the existence, payment, performance extent of such advancement or enforcement payment to all of the Companyrights of recovery of such Indemnitee against the Corporation. Each Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure the rights of such Indemnitee’s obligations Secondary Indemnitors under this Agreement or under any other indemnification agreement (whether pursuant Section 6.7, including the execution of such documents as may be necessary to contractenable the Secondary Indemnitors effectively to bring suit to enforce such rights, byincluding in the right of the Corporation. Each of the Secondary Indemnitors shall be third-laws or charter)party beneficiaries with respect to this Section 6.7, includingentitled to enforce this Section 6.7. As used in this Section 6.7, the term “Jointly Indemnifiable Claims” shall be broadly construed and shall include, without limitation, any right of subrogationaction, suit, proceeding or other matter for which an Indemnitee shall be entitled to indemnification, reimbursement, exonerationadvancement of expenses or insurance coverage from both a Secondary Indemnitor (or an insurance carrier providing insurance coverage to any Secondary Indemnitor) and the Corporation, contribution whether pursuant to Delaware law (or indemnification and other applicable law in the case of any right to participate in Secondary Indemnitor), any claim agreement or remedy certificate of incorporation, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of the Indemnitee against Corporation or the Secondary Indemnitors or any third party or insurance carrierpolicy providing insurance coverage to any Secondary Indemnitor, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or rightas applicable.

Indemnification Priority. The Each Group Company hereby acknowledges and agrees that the rights to indemnification, advancement of expenses and/or insurance provided pursuant to this Section 4 may also be provided to certain Indemnitees by the Manager, certain of the Xxxx Capital Funds and/or certain of their respective affiliates (other than the Group Companies) (the Manager and such other Persons, "Affiliate Indemnitors") and/or by insurers providing insurance coverage to the Affiliated Indemnitors. Each Group Company hereby agrees that, as between the Group Companies, on the one hand, and the Affiliate Indemnitors and their insurers, on the other, (i) the Group Companies are the indemnitors of first resort with respect to all indemnifiable claims against such Indemnitees, whether arising under this Agreement or otherwise (i.e., the Group Companies' obligations to such Indemnitees are primary and any obligation of any of the Affiliate Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Indemnitees are secondary), (ii) the Group Companies shall be fully required to advance the full amount of expenses incurred by such Indemnitees and primarily responsible shall be liable for the payment full amount of all Indemnified Liabilities expenses, judgments, penalties, fines and amounts paid in settlement to each 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, howsoever such right to indemnification or advancement from the Company arises), without regard to (i) any right of recovery the rights such Indemnitee may have from a third party or (ii) against any right to insurance coverage that the Indemnitee may have under any insurance policy. Under no circumstance shall the Company be entitled to any right of subrogation, reimbursement, exoneration, indemnification or contribution from any such third party or insurance carrier pursuant to any right of indemnification that the Indemnitee may have under any contract, insurance policy or otherwise, and the Company shall not have any right to participate in any claim or remedy of the Indemnitee in respect thereof. No right of indemnification, reimbursement, advancement of expenses or insurance coverage Affiliate Indemnitors or any other right of recovery the Indemnitee may have from any third party or insurance carrier shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company under Section 7.8. The their insurers and (iii) each Group Company hereby unconditionally knowingly, intentionally and irrevocably waives, relinquishes and releasesforever releases the Affiliate Indemnitors from any and all, and covenants and agrees not to exercise xxx any rights that it may now have of the Affiliate Indemnitors in respect of any, claims for contribution, subrogation or hereafter acquire 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 the Affiliate Indemnitors pay as indemnification or advancement on behalf of any such Indemnitee and for which such Indemnitee may be entitled to indemnification 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. Each Group Company further agrees that arises no advancement or payment by any of the Affiliate Indemnitors on behalf of any such Indemnitee with respect to any claim for which such Indemnitee has sought indemnification from or relates any of the Group Companies shall affect the foregoing rights and obligations, and the Affiliate Indemnitors shall be subrogated to the existence, payment, performance extent of such advancement or enforcement payment to all of the Company’s obligations under this Agreement or under any other indemnification agreement (whether pursuant to contract, by-laws or charter), including, without limitation, any right rights of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy recovery of the such Indemnitee against any third party or insurance carrierof the Group Companies, whether or not and the Group Companies shall cooperate with any Indemnitee pursuing such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or rightrights.

Indemnification Priority. The Company acknowledges and agrees that the Company shall be fully and primarily responsible for the payment of all Indemnified Liabilities to each Indemnitee, howsoever such right to indemnification or advancement from the Company arises, without regard to (i) any right of recovery the Indemnitee may have from a third party or (ii) any right to insurance coverage that the Indemnitee may have under any insurance policy. Under no circumstance shall the Company be entitled to any right of subrogation, reimbursement, exoneration, indemnification or contribution from any such third party or insurance carrier pursuant to any right of indemnification that the Indemnitee may have under any contract, insurance policy or otherwise, and the Company shall not have any right to participate in any claim or remedy of the Indemnitee in respect thereof. No right of indemnification, reimbursement, advancement of expenses or insurance coverage or any other right of recovery the Indemnitee may have from any third party or insurance carrier shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company under Section 7.86.9. The Company hereby unconditionally and irrevocably waives, relinquishes and releases, and covenants and agrees not to exercise any rights that it may now have or hereafter acquire against any Indemnitee that arises from or relates to the existence, payment, performance or enforcement of the Company’s obligations under this Agreement or under any other indemnification agreement (whether pursuant to contract, by-laws or charter), including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Indemnitee against any third party or insurance carrier, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right.