Common use of Indemnitor of First Resort Clause in Contracts

Indemnitor of First Resort. Nevada JV hereby acknowledges that certain Covered Persons (the “Specified Covered Persons”) may have rights to indemnification and advancement of expenses provided by a Member or its Affiliates (directly or by insurance retained by such entity) (collectively, the “Member Indemnitors”). Nevada JV hereby agrees and acknowledges that (i) it is the indemnitor of first resort with respect to the Specified Covered Persons in respect of matters subject to indemnification under Section 3.11(b), (ii) it shall be required to advance the full amount of expenses incurred by the Specified Covered Persons, as required by the terms of this Agreement (or any other agreement between Nevada JV and the Specified Covered Persons), without regard to any rights the Specified Covered Persons may have against the Member Indemnitors and (iii) it irrevocably waives, relinquishes and releases the Member Indemnitors from any and all claims against the Member Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. Nevada JV further agrees that no advancement or payment by the Member Indemnitors on behalf of Nevada JV with respect to any Claim for which the Specified Covered Persons have sought indemnification from Nevada JV shall affect the foregoing, and the Member Indemnitors shall have a right of contribution and be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Specified Covered Persons against Nevada JV.

Indemnitor of First Resort. Nevada JV The Company hereby acknowledges that certain Covered Persons (the “Specified Covered Persons”) may have rights to indemnification and advancement of expenses provided by a Member or its Affiliates (directly or by insurance retained by such entity) (collectively, the “Member Indemnitors”). Nevada JV The Company hereby agrees and acknowledges that (ia) it is the indemnitor of first resort with respect to the Specified Covered Persons in respect of matters subject to indemnification under Section 3.11(b)Persons, (iib) it shall be required to advance the full amount of expenses incurred by the Specified Covered Persons, as required by the terms of this Agreement (or any other agreement between Nevada JV the Company and the Specified Covered Persons), without regard to any rights the Specified Covered Persons may have against the Member Indemnitors and (iiic) it irrevocably waives, relinquishes and releases the Member Indemnitors from any and all claims against the Member Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. Nevada JV The Company further agrees that no advancement or payment by the Member Indemnitors on behalf of Nevada JV the Company with respect to any Claim claim for which the Specified Covered Persons have sought indemnification from Nevada JV the Company shall affect the foregoing, foregoing and the Member Indemnitors shall have a right of contribution and and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Specified Covered Persons against Nevada JVthe Company.

Indemnitor of First Resort. Nevada JV hereby acknowledges that certain Covered Persons (the “Specified Covered Persons”) may have rights to indemnification and advancement of expenses provided by a Member or its Affiliates (directly or by insurance retained by such entity) (collectively, the “Member Indemnitors”). Nevada JV hereby agrees and acknowledges that (i) it is the indemnitor of first resort with respect to the Specified Covered Persons in respect of matters subject to indemnification under Section 3.11(b)Persons, (ii) it shall be required to advance the full amount of expenses incurred by the Specified Covered Persons, as required by the terms of this Agreement (or any other agreement between Nevada JV and the Specified Covered Persons), without regard to any rights the Specified Covered Persons may have against the Member Indemnitors and (iii) it irrevocably waives, relinquishes and releases the Member Indemnitors from any and all claims against the Member Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. Nevada JV further agrees that no advancement or payment by the Member Indemnitors on behalf of Nevada JV with respect to any Claim for which the Specified Covered Persons have sought indemnification from Nevada JV shall affect the foregoing, and the Member Indemnitors shall have a right of contribution and be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Specified Covered Persons against Nevada JV.

Indemnitor of First Resort. Nevada JV The Company hereby acknowledges that certain Covered Persons (the “Specified Covered Persons”) Indemnitee may have rights to indemnification and advancement of expenses provided by a Member shareholder or its Affiliates affiliates (directly or by insurance retained by such entity) (collectively, the “Member Shareholder Indemnitors”). Nevada JV The Company hereby agrees and acknowledges that (ia) it is the indemnitor of first resort with respect to the Specified Covered Persons in respect of matters subject to indemnification under Section 3.11(b)Indemnitee, (iib) it shall be required to advance the full amount of expenses incurred by the Specified Covered PersonsIndemnitee, as required by the terms of this Agreement (or any other agreement between Nevada JV the Company and the Specified Covered PersonsIndemnitee), without regard to any rights the Specified Covered Persons Indemnitee may have against the Member Shareholder Indemnitors and (iiic) it irrevocably waives, relinquishes and releases the Member Shareholder Indemnitors from any and all claims against the Member Shareholder Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. Nevada JV The Company further agrees that no advancement or payment by the Member Shareholder Indemnitors on behalf of Nevada JV the Company with respect to any Claim Expenses, judgments, liabilities, fines, penalties and/or amounts paid in settlement for which the Specified Covered Persons have Indemnitee has sought indemnification from Nevada JV the Company shall affect the foregoing, and the Member Shareholder Indemnitors shall have a right of contribution and be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Specified Covered Persons against Nevada JVCompany.

Indemnitor of First Resort. Nevada JV It is hereby acknowledges acknowledged that certain Covered Persons Indemnitees (the “Specified Covered PersonsIndemnitees”) may have rights to indemnification and advancement of expenses provided by a Member Member, Manager or its their respective Affiliates (directly or by insurance retained by such entity) (collectively, the “Member Indemnitors”). Nevada JV It is hereby agrees agreed and acknowledges acknowledged that (ia) it the Company is the indemnitor of first resort with respect to the Specified Covered Persons in respect of matters subject to indemnification under Section 3.11(b)Indemnitees, (iib) it the Company shall be required to advance the full amount of expenses incurred by the Specified Covered Persons, as required by the terms of this Agreement Indemnitees in accordance with Section 7.4 (or any other agreement between Nevada JV the Company and the Specified Covered PersonsIndemnitees), without regard to any rights the Specified Covered Persons Indemnitees may have against the Member Indemnitors and (iiic) it the Company irrevocably waives, relinquishes and releases the Member Indemnitors from any and all claims against the Member Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. Nevada JV It is further agrees agreed that no advancement or payment by the Member Indemnitors on behalf of Nevada JV the Company with respect to any Claim claim for which the Specified Covered Persons Indemnitees have sought indemnification from Nevada JV the Company shall affect the foregoing, foregoing and the Member Indemnitors shall have a right of contribution and and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Specified Covered Persons Indemnitee against Nevada JVthe Company.

Indemnitor of First Resort. Nevada JV The Company hereby acknowledges that certain Covered Persons (the “Specified Covered Persons”) may have rights to indemnification and advancement of expenses provided by a Member Shareholder or its Affiliates (directly or by insurance retained by such entity) (collectively, the “Member Shareholder Indemnitors”). Nevada JV The Company hereby agrees and acknowledges that (ia) it is the indemnitor of first resort with respect to the Specified Covered Persons in respect of matters subject to indemnification under Section 3.11(b)Persons, (iib) it shall be required to advance the full amount of expenses incurred by the Specified Covered Persons, as required by the terms of this Agreement (or any other agreement between Nevada JV the Company and the Specified Covered Persons), without regard to any rights the Specified Covered Persons may have against the Member Shareholder Indemnitors and (iiic) it irrevocably waives, relinquishes and releases the Member Shareholder Indemnitors from any and all claims against the Member Shareholder Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. Nevada JV The Company further agrees that no advancement or payment by the Member Shareholder Indemnitors on behalf of Nevada JV the Company with respect to any Claim claim for which the Specified Covered Persons have sought indemnification from Nevada JV the Company shall affect the foregoing, foregoing and the Member Shareholder Indemnitors shall have a right of contribution and and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Specified Covered Persons against Nevada JVthe Company.

Indemnitor of First Resort. Nevada JV hereby acknowledges As a result of agreements or obligations arising outside of this Agreement, it may be the case that certain of the Covered Persons (collectively, the “Specified Covered PersonsMember Indemnitees”) may have certain rights to indemnification and indemnification, advancement of expenses or insurance provided by a the Member or certain of its Affiliates (directly or by insurance retained by such entity) (collectively, the “Member Indemnitors”). Nevada JV hereby agrees and acknowledges that However, regardless of whether or not there are any such rights to indemnification, advancement of expenses or insurance provided by any Member Indemnitor, (i) it the Company is the indemnitor of first resort with respect (i.e., the Company’s obligations to the Specified Covered Persons in respect Member Indemnitees are primary and any obligation of matters subject the Member Indemnitors to advance expenses or to provide indemnification under Section 3.11(bfor the same expenses or liabilities incurred by any Member Indemnitee are secondary), (ii) it the Company shall be required to advance the full amount of expenses incurred by the Specified Covered PersonsMember 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 Nevada JV the Company and the Specified Covered Persons), without regard to any rights the Specified Covered Persons may have against the Member Indemnitors Indemnitees) and (iii) it the Company hereby irrevocably waives, relinquishes and releases each of the Member Indemnitors from any and all claims against any of the Member Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. Nevada JV further agrees that no Regardless of any advancement or payment by the Member Indemnitors on behalf of Nevada JV any Member Indemnitee with respect to any Claim claim for which the Specified Covered Persons have a Member Indemnitee has sought indemnification from Nevada JV the Company, (A) the foregoing shall affect the foregoing, not be affected and (B) the Member Indemnitors shall have a right of contribution and and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Member Indemnitee against the Specified Covered Persons against Nevada JVCompany.