Common use of Indemnification Priority Clause in Contracts

Indemnification Priority. The Company hereby acknowledges that, in addition to the rights provided to each Silver Lake Director, TPG Director 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 Silver Lake or TPG, as the case may be, or one or more of its respective Affiliates (excluding the Company and its subsidiaries) now or hereafter (with respect to Silver Lake or TPG, as applicable, the “Fund Indemnitors”). Notwithstanding anything to the contrary in any of the Indemnification Agreements or this Agreement, the Company hereby agrees that, to the fullest extent permitted 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 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), (ii) shall be required to advance the full amount of expenses incurred by each Indemnitee 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 Fund Indemnitors or their insurers, 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 under the Indemnification Agreements, this Agreement or otherwise, including to the payment of expenses in an action to collect. The Company agrees that any Fund Indemnitor or insurer thereof not a party hereto shall be an express third party beneficiary of this Section 5.02, 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 5.02 or the other terms set forth in this Agreement or the rights of the Fund Indemnitors or their insurers hereunder.

Indemnification Priority. The Company hereby acknowledges that, in addition to the rights provided to each Silver Lake Director, TPG 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, 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 its their respective Affiliates (excluding the Company and its subsidiaries) now or hereafter (with respect to Silver Lake or TPG, as applicablecollectively, the “Fund Secondary Indemnitors”). Notwithstanding anything to the contrary in any of the Indemnification Agreements or this AgreementAgreements, the Company hereby agrees that, to the fullest extent permitted by lawavailable 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 Fund 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 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 AgreementsIndemnitee, without regard to any rights such Indemnitees may have against the Fund Secondary Indemnitors or their insurers, and (iii) irrevocably waives and relinquishes, and releases the Fund Indemnitors and ; provided that 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, Indemnitee shall have delivered to the Company agrees that in the event that any Fund Indemnitor an undertaking, by or its insurer should advance any expenses or make any payment on behalf of such Indemnitee, to any Indemnitee for matters subject repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to advancement or indemnification by the Company pursuant to this Agreement or otherwise, the Company shall promptly reimburse such Fund Indemnitor or insurer and appeal that such Fund Indemnitor or insurer shall Indemnitee is not entitled to be subrogated to all of the claims or rights of indemnified for such Indemnitee under the Indemnification Agreements, this Agreement or otherwise, including to the payment of expenses in an action to collectexpenses. The Company agrees that any Fund Secondary Indemnitor or insurer thereof not a party hereto shall be an express third party beneficiary of this Section 5.022.5, 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 5.02 2.5 or the other terms set forth in this Agreement or the rights of the Fund Secondary Indemnitors or their insurers hereunder.

Indemnification Priority. The Company hereby acknowledges that, in addition to the rights provided to each Silver Lake Director, TPG Director 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, Indemnitees may have certain rights to indemnification, advancement of expenses and/or or insurance provided by Silver Lake or TPGone of the Stockholders, as the case may be, or one or more of its respective Affiliates (excluding the Company and its subsidiariesSubsidiaries) now or hereafter (with respect to Silver Lake the Xxxxxxxx Group or TPGthe Xxxxxx Group, as applicable, the “Fund Partner Indemnitors”). Notwithstanding anything to the contrary in any of the Indemnification Agreements or this Agreement, the Company hereby agrees that, to the fullest extent permitted 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 Fund 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), (ii) shall be required to advance the full amount of expenses incurred by each Indemnitee 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 Fund Partner Indemnitors or their insurers, and (iii) irrevocably waives and relinquishes, and releases the Fund Partner Indemnitors and such insurers from, any and all claims against the Fund 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 Fund 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 Fund Partner Indemnitor or insurer and that such Fund Partner Indemnitor or insurer shall be subrogated to all of the claims or rights of such Indemnitee under the Indemnification Agreements, this Agreement or otherwise, including to the payment of expenses in an action to collect. The Company agrees that any Fund Partner Indemnitor or insurer thereof not a party hereto shall be an express third party beneficiary of this Section 5.024(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 5.02 or 4(b), the other terms set forth in this Agreement or the rights of the Fund Partner Indemnitors or their insurers hereunder.

Indemnification Priority. The Company Companies hereby acknowledges that, in addition to acknowledge that the rights provided to each Silver Lake Director, TPG Director 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 Silver Lake or TPGXxxx Capital Fund X, as the case may be, or one or more L.P. and certain of its respective Affiliates affiliates and Affiliated Funds (excluding other than the Company and its subsidiariesCompany) now or hereafter (with respect to Silver Lake or TPG, as applicablecollectively, the “Fund Affiliate Indemnitors”). Notwithstanding anything ) and by insurers providing insurance coverage to the contrary in any Affiliated Indemnitors. Each of the Indemnification Agreements or this Agreement, the Company Can Holdco and Opco hereby agrees that, to as between itself and the fullest extent permitted by law, with respect to its indemnification Affiliate Indemnitors 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 Fund 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), (ii) the Companies shall be required to advance the full amount of expenses incurred by each Indemnitee such Indemnitees and shall be liable for the full amount of all lossesexpenses, liabilitiesjudgments, damages, deficienciespenalties, 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 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 the Indemnification Agreementssuch Indemnitee), without regard to any rights such Indemnitees Indemnitee may have against the Fund Affiliate Indemnitors or any of their insurers, insurers and (iii) the Companies irrevocably waives waive, relinquish and relinquishes, and releases release the Fund Affiliate Indemnitors and such insurers from, from any and all claims against the Fund Affiliate Indemnitors or such insurers for contribution, subrogation or any other recovery of any kind in respect thereof. In furtherance The Companies agree to indemnify the Affiliate Indemnitors directly for any amounts that the Affiliate Indemnitors pay as indemnification or advancement on behalf of any such Indemnitee and not for which such Indemnitee may be entitled to indemnification from the Companies in limitation connection with serving as a director or officer (or equivalent titles) of the foregoing, Companies. The Companies further agree that no advancement or payment by the Company agrees that in the event that Affiliate Indemnitors on behalf of any Fund Indemnitor or its insurer should advance any expenses or make any payment such Indemnitee with respect to any claim for which such Indemnitee for matters subject to advancement or has sought indemnification by from the Company pursuant to this Agreement or otherwise, Companies shall affect the Company shall promptly reimburse such Fund Indemnitor or insurer foregoing and that such Fund Indemnitor or insurer the Affiliate Indemnitors shall be subrogated to the extent of such advancement or payment to all of the claims or rights of recovery of such Indemnitee under against the Indemnification AgreementsCompanies, this Agreement or otherwise, including to and the payment of expenses Companies shall cooperate with the Indemnitee in an action to collect. The Company agrees that any Fund Indemnitor or insurer thereof not a party hereto shall be an express third party beneficiary of this Section 5.02, able to enforce pursuing 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 5.02 or the other terms set forth in this Agreement or the rights of the Fund Indemnitors or their insurers hereunderrights.

Indemnification Priority. The Company hereby acknowledges that, in addition to the rights provided to each Silver Lake Director, TPG Director 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 Silver Lake or TPG, as the case may be, TPG or one or more of its respective Affiliates (excluding the Company and its subsidiaries) now or hereafter (with respect to Silver Lake or TPG, as applicablecollectively, the “Fund Indemnitors”). Notwithstanding anything to the contrary in any of the Indemnification Agreements or this Agreement, the Company hereby agrees that, to the fullest extent permitted 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 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), (ii) shall be required to advance the full amount of expenses incurred by each Indemnitee 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) 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 Fund Indemnitors or their insurers, 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 under the Indemnification Agreements, this Agreement or otherwise, including to the payment of expenses in an action to collect. The Company agrees that any Fund Indemnitor or insurer thereof not a party hereto shall be an express third party beneficiary of this Section 5.023.1(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 5.02 3.1(m) or the other terms set forth in this Agreement or the rights of the Fund Indemnitors or their insurers hereunder.

Indemnification Priority. The Company hereby acknowledges that, in addition to the rights provided to each Silver Lake Sumeru Director, TPG Iconiq Director 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, Indemnitees may have certain rights to indemnification, advancement of expenses and/or insurance provided by Silver Lake Sumeru or TPGIconiq, as the case may be, or one or more of its respective Affiliates (excluding the Company and its subsidiaries) now or hereafter (with respect to Silver Lake Sumeru or TPGIconiq, as applicable, the “Fund Indemnitors”). Notwithstanding anything to the contrary in any of the Indemnification Agreements or this Agreement, the Company hereby agrees that, to the fullest extent permitted 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 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), (ii) shall be required to advance the full amount of expenses incurred by each Indemnitee 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 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 Fund Indemnitors or their insurers, 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 under the Indemnification Agreements, this Agreement or otherwise, including to the payment of expenses in an action to collect. The Company agrees that any Fund Indemnitor or insurer thereof not a party hereto shall be an express third party beneficiary of this Section 5.02, 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 5.02 or the other terms set forth in this Agreement or the rights of the Fund Indemnitors or their insurers hereunder.

Indemnification Priority. The Company hereby acknowledges that, in addition to the rights provided to each Silver Lake Director, TPG 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, Indemnitees may have certain rights to indemnification, advancement of expenses and/or insurance provided by Silver Lake or TPG, as the case may be, FF Top or one or more of its their respective Affiliates (excluding the Company and its subsidiaries) now or hereafter (with respect to Silver Lake or TPG, as applicablecollectively, the “Fund Secondary Indemnitors”). Notwithstanding anything to the contrary in any of the Indemnification Agreements or this AgreementAgreements, the Company hereby agrees that, to the fullest extent permitted by lawLaw, 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 Fund 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 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 AgreementsIndemnitee, without regard to any rights such Indemnitees may have against the Fund Secondary 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, Indemnitee shall have delivered to the Company agrees that in the event that any Fund Indemnitor an undertaking, by or its insurer should advance any expenses or make any payment on behalf of such Indemnitee, to any Indemnitee for matters subject repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to advancement or indemnification by the Company pursuant to this Agreement or otherwise, the Company shall promptly reimburse such Fund Indemnitor or insurer and appeal that such Fund Indemnitor or insurer shall Indemnitee is not entitled to be subrogated to all of the claims or rights of indemnified for such Indemnitee under the Indemnification Agreements, this Agreement or otherwise, including to the payment of expenses in an action to collectexpenses. The Company agrees that any Fund Secondary Indemnitor or insurer thereof not a party hereto shall be an express third party beneficiary of this Section 5.022.5, 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 5.02 2.5 or the other terms set forth in this Agreement or the rights of the Fund Secondary Indemnitors or their insurers hereunder.

Indemnification Priority. The Each Group Company hereby acknowledges that, in addition to that the rights provided to each Silver Lake Director, TPG Director 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 Silver Lake or TPGthe Managers, as certain of the case may beXxxx Capital Funds and/or certain of their respective affiliates (other than the Group Companies) (the Managers and such other Persons, or one or more of its respective Affiliates (excluding the Company and its subsidiaries) now or hereafter (with respect to Silver Lake or TPG, as applicable, the “Fund Affiliate Indemnitors”). Notwithstanding anything ) and/or by insurers providing insurance coverage to the contrary in any of the Indemnification Agreements or this Agreement, the Affiliated Indemnitors. Each Group Company hereby agrees that, to as between the fullest extent permitted by lawGroup 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 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 Fund 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), (ii) the Group Companies shall be required to advance the full amount of expenses incurred by each Indemnitee such Indemnitees and shall be liable for the full amount of all lossesexpenses, liabilitiesjudgments, damages, deficienciespenalties, 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 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 the Indemnification Agreementssuch Indemnitee), without regard to any rights such Indemnitees Indemnitee may have against any of the Fund Affiliate Indemnitors or any of their insurers, insurers and (iii) each Group Company hereby knowingly, intentionally and irrevocably waives waives, relinquishes and relinquishesforever releases the Affiliate Indemnitors from any and all, and releases covenants not to xxx any of the Fund Affiliate Indemnitors and such insurers fromin respect of any, any and all claims against the Fund Indemnitors or such insurers for contribution, subrogation or any other right or theory, recovery of any kind against the Affiliate Indemnitors in respect thereof. In furtherance The Group Companies, jointly and not in limitation 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 foregoingGroup 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 in no advancement or payment by any of the event that Affiliate Indemnitors on behalf of any Fund Indemnitor or its insurer should advance any expenses or make any payment such Indemnitee with respect to any claim for which such Indemnitee for matters subject to advancement or has sought indemnification by from any of the Company pursuant to this Agreement or otherwiseGroup Companies shall affect the foregoing rights and obligations, and the Company shall promptly reimburse such Fund Indemnitor or insurer and that such Fund Indemnitor or insurer Affiliate Indemnitors shall be subrogated to the extent of such advancement or payment to all of the claims or rights of recovery of such Indemnitee under the Indemnification Agreements, this Agreement or otherwise, including to the payment of expenses in an action to collect. The Company agrees that against any Fund Indemnitor or insurer thereof not a party hereto shall be an express third party beneficiary of this Section 5.02, 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 5.02 or the other terms set forth in this Agreement or the rights of the Fund Indemnitors or their insurers hereunderGroup Companies, and the Group Companies shall cooperate with any Indemnitee 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 Silver Lake Director, TPG Director 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 Silver Lake or TPG, as the case may be, a Principal Stockholder or one or more of its their respective Affiliates (excluding the Company and its subsidiaries) now or hereafter (with respect to Silver Lake or TPG, as applicablecollectively, the “Fund Principal Stockholder Indemnitors”). Notwithstanding anything to the contrary in any of the Indemnification Agreements or this Agreement, the The Company hereby agrees that, to the fullest extent permitted 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 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 Fund 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), (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 lossesexpenses, liabilitiesjudgments, damages, deficienciespenalties, 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 amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement agreement or any other agreement between the Company and the Indemnification Agreementsan Indemnitee, without regard to any rights such Indemnitees an Indemnitee may have against the Fund Indemnitors any Principal Stockholder Indemnitor or their insurers, and (iii) irrevocably waives and relinquisheswaives, relinquishes and releases the Fund Principal Stockholder Indemnitors and such insurers from, from any and all claims against the Fund Principal Stockholder 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 The Company further agrees that in no advancement or payment by the event that any Fund Indemnitor or its insurer should advance any expenses or make any payment Principal Stockholder Indemnitors on behalf of an Indemnitee with respect to any claim for which such Indemnitee for matters subject 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 the extent of such 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 payment to all of the claims or rights of recovery of such Indemnitee under against the Indemnification Agreements, this Agreement or otherwise, including to the payment of expenses in an action to collect. The Company agrees that any Fund Indemnitor or insurer thereof not a party hereto shall be an express third party beneficiary of this Section 5.02, 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 5.02 or the other terms set forth in this Agreement or the rights of the Fund Indemnitors or their insurers hereunderCompany.

Indemnification Priority. The Company hereby acknowledges that, in addition to that the rights provided to each Silver Lake Director, TPG Director 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 Silver Lake or TPGother sources (such other sources, as the case may be, or one or more of its respective Affiliates (excluding the Company and its subsidiaries) now or hereafter (with respect to Silver Lake or TPG, as applicablecollectively, the “Fund Affiliate Indemnitors”). Notwithstanding anything to the contrary in any of the Indemnification Agreements or this Agreement, the The Company hereby agrees that, to as between itself and the fullest extent permitted by law, 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 Fund 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), ; (ii) the Company shall be required to advance the full amount of expenses incurred by each Indemnitee such Indemnitees 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 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 the Indemnification Agreementssuch Indemnitees), without regard to any rights such Indemnitees may have against the Fund Indemnitors or their insurers, Affiliate Indemnitors; and (iii) the Company irrevocably waives and relinquisheswaives, relinquishes and releases the Fund Affiliate Indemnitors and such insurers from, from any and all claims against the Fund Affiliate Indemnitors or such insurers for contribution, subrogation or any other recovery of any kind in respect thereof. In furtherance 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 Indemnitee and not for which such Indemnitee may be entitled to indemnification from the Company in limitation connection with serving as a Manager or Officer (or equivalent titles) of the foregoing, the Company or any other Company Entity. The Company further agrees that in no advancement or payment by the event that Affiliate Indemnitors on behalf of any Fund Indemnitor or its insurer should advance any expenses or make any payment such Indemnitee with respect to any claim for which such Indemnitee for matters subject to advancement or has sought indemnification by the Company pursuant to this Agreement or otherwise, from the Company shall promptly reimburse such Fund Indemnitor or insurer affect the foregoing and that such Fund Indemnitor or insurer the Affiliate Indemnitors shall be subrogated to the extent of such advancement or payment to all of the claims or rights of recovery of such Indemnitee under against the Indemnification AgreementsCompany, this Agreement or otherwise, including to and the payment of expenses Company shall cooperate with the Affiliate Indemnitors in an action to collectpursuing such rights. The Company agrees and the Indemnitees acknowledge that any Fund Indemnitor or insurer thereof not a the Affiliate Indemnitors are express third-party hereto shall be an express third party beneficiary beneficiaries of the terms of this Section 5.02, 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 5.02 or the other terms set forth in this Agreement or the rights of the Fund Indemnitors or their insurers hereunder7.5.

Indemnification Priority. The Company hereby acknowledges that, in addition to the rights provided to each Silver Lake Director, TPG Sponsor Director 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, Sponsors or one or more of its their respective Affiliates (excluding the Company and its subsidiaries) now or hereafter (with respect to Silver Lake or TPG, as applicablecollectively, the “Fund Indemnitors”). Notwithstanding anything to the contrary in any of the Indemnification Agreements or this Agreement, the Company hereby agrees that, to the fullest extent permitted 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 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), (ii) shall be required to advance the full amount of expenses incurred by each Indemnitee 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) 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 Fund Indemnitors or their insurers, 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 under the Indemnification Agreements, this Agreement or otherwise, including to the payment of expenses in an action to collect. The Company agrees that any Fund Indemnitor or insurer thereof not a party hereto shall be an express third party beneficiary of this Section 5.023.1(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 5.02 3.1(n) or the other terms set forth in this Agreement or the rights of the Fund Indemnitors or their insurers hereunder.

Indemnification Priority. (A) The Company hereby acknowledges that, in addition to that the rights provided to each Silver Lake Director, TPG Director 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 Silver Lake or TPG, as the case may be, or one or more of its their respective Affiliates (excluding other than the Company and its subsidiariesSubsidiaries) now or hereafter their insurers (with respect to Silver Lake or TPGcollectively, as applicableand 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 “Fund Affiliate Indemnitors”” ). Notwithstanding anything to the contrary in any of the Indemnification Agreements or this Agreement, the The Company hereby agrees that, to as between the fullest extent permitted by lawCompany, with respect to its indemnification on the one hand, and advancement obligations to the Indemnitees under Affiliate Indemnitors, on 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 Fund 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), (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 Indemnitee such Indemnified Persons and shall be liable for the full amount of all lossesexpenses, liabilitiesjudgments, damages, deficienciespenalties, 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 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 the Indemnification Agreementssuch Indemnified Persons), without regard to any rights such Indemnitees Indemnified Persons may have against the Fund Affiliate Indemnitors or their insurers, and (iii) the Company irrevocably waives and relinquisheswaives, relinquishes and releases the Fund Affiliate Indemnitors and such insurers from, from any and all claims against the Fund Affiliate Indemnitors or such insurers for contribution, subrogation or any other recovery of any kind in respect thereof. In furtherance 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 not for which such Indemnified Person may be entitled to indemnification from the Company in limitation connection with serving as a director or officer (or equivalent titles) of the foregoing, the Company or its Subsidiaries. The Company further agrees that in no advancement or payment by the event that Affiliate Indemnitors on behalf of any Fund Indemnitor or its insurer should advance any expenses or make any payment such Indemnified Person with respect to any Indemnitee claim for matters subject to advancement or which such Indemnified Person has sought indemnification by the Company pursuant to this Agreement or otherwise, from the Company shall promptly reimburse such Fund Indemnitor or insurer affect the foregoing and that such Fund Indemnitor or insurer the Affiliate Indemnitors shall be subrogated to the extent of such advancement or payment to all of the claims or rights of recovery of such Indemnitee under Indemnified Person against the Indemnification AgreementsCompany, this Agreement or otherwise, including to and the payment of expenses Company shall cooperate with the Affiliate Indemnitors in an action to collect. The Company agrees that any Fund Indemnitor or insurer thereof not a party hereto shall be an express third party beneficiary of this Section 5.02, able to enforce pursuing 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 5.02 or the other terms set forth in this Agreement or the rights of the Fund Indemnitors or their insurers hereunderrights.

Indemnification Priority. The Company hereby acknowledges that, in addition to the rights provided to each Silver Lake Director, TPG 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, 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 Silver Lake or TPG, as the case may be, FF Top or one or more of its their respective Affiliates (excluding the Company and its subsidiaries) now or hereafter (with respect to Silver Lake or TPG, as applicablecollectively, the “Fund Secondary Indemnitors”). Notwithstanding anything to the contrary in any of the Indemnification Agreements or this AgreementAgreements, the Company hereby agrees that, to the fullest extent permitted by lawLaw, 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 Fund 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 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 AgreementsIndemnitee, without regard to any rights such Indemnitees may have against the Fund Secondary 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, Indemnitee shall have delivered to the Company agrees that in the event that any Fund Indemnitor an undertaking, by or its insurer should advance any expenses or make any payment on behalf of such Indemnitee, to any Indemnitee for matters subject repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to advancement or indemnification by the Company pursuant to this Agreement or otherwise, the Company shall promptly reimburse such Fund Indemnitor or insurer and appeal that such Fund Indemnitor or insurer shall Indemnitee is not entitled to be subrogated to all of the claims or rights of indemnified for such Indemnitee under the Indemnification Agreements, this Agreement or otherwise, including to the payment of expenses in an action to collectexpenses. The Company agrees that any Fund Secondary Indemnitor or insurer thereof not a party hereto shall be an express third party beneficiary of this Section 5.022.5, 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 5.02 2.5 or the other terms set forth in this Agreement or the rights of the Fund Secondary Indemnitors or their insurers hereunder.

Indemnification Priority. (A) The Company hereby acknowledges that, in addition to that the rights provided to each Silver Lake Director, TPG Director 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 Silver Lake or TPG, as the case may be, or one or more of its their respective Affiliates (excluding other than the Company and its subsidiariesSubsidiaries) now or hereafter their insurers (with respect to Silver Lake or TPGcollectively, as applicableand 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 “Fund Affiliate Indemnitors”” ). Notwithstanding anything to the contrary in any of the Indemnification Agreements or this Agreement, the The Company hereby agrees that, to as between the fullest extent permitted by lawCompany, with respect to its indemnification on the one hand, and advancement obligations to the Indemnitees under Affiliate Indemnitors, on 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 Fund 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), (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 Indemnitee such Indemnified Persons and shall be liable for the full amount of all lossesexpenses, liabilitiesjudgments, damages, deficienciespenalties, 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 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 the Indemnification Agreementssuch Indemnified Persons), without regard to any rights such Indemnitees Indemnified Persons may have against the Fund Affiliate Indemnitors or their insurers, and (iii) the Company irrevocably waives and relinquisheswaives, relinquishes and releases the Fund Affiliate Indemnitors and such insurers from, from any and all claims against the Fund Affiliate Indemnitors or such insurers for contribution, subrogation or any other recovery of any kind in respect thereof. In furtherance 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 not for which such Indemnified Person may be entitled to indemnification from the Company in limitation connection with serving as a director or officer (or equivalent titles) of the foregoing, the Company or its Subsidiaries. The Company further agrees that in no advancement or payment by the event that Affiliate Indemnitors on behalf of any Fund Indemnitor or its insurer should advance any expenses or make any payment such Indemnified Person with respect to any Indemnitee claim for matters subject to advancement or which such Indemnified Person has sought indemnification by the Company pursuant to this Agreement or otherwise, from the Company shall promptly reimburse such Fund Indemnitor or insurer affect the foregoing and that such Fund Indemnitor or insurer the Affiliate Indemnitors shall be subrogated to the extent of such advancement or payment to all of the claims or rights of recovery of such Indemnitee under Indemnified Person against the Indemnification AgreementsCompany, this Agreement or otherwise, including to and the payment of expenses Company shall cooperate with the Affiliate Indemnitors in an action to collect. The Company agrees that any Fund Indemnitor or insurer thereof not a party hereto shall be an express third party beneficiary of this Section 5.02, able to enforce pursuing 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 5.02 or the other terms set forth in this Agreement or the rights of the Fund Indemnitors or their insurers hereunderrights.

Indemnification Priority. The Company hereby acknowledges that, in addition to the rights provided to each Silver Lake Director, TPG Director 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, Indemnitees may have certain rights to indemnification, advancement of expenses and/or insurance provided by Silver Lake or TPGthe Sponsor, as the case may be, Shareholder Entities or one or more of its their respective Affiliates (excluding the Company and its subsidiaries) now or hereafter (with respect to Silver Lake or TPG, as applicablecollectively, the “Fund Indemnitors”). Notwithstanding anything to the contrary in any of the Indemnification Agreements or this Agreement, the Company hereby agrees that, to the fullest extent permitted by lawLaw, 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 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), (ii) shall be required to advance the full amount of expenses incurred by each Indemnitee 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) 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 Fund Indemnitors or their insurers, 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 under the Indemnification Agreements, this Agreement or otherwise, including to the payment of expenses in an action to collect. The Company agrees that any Fund Indemnitor or insurer thereof not a party hereto shall be an express third party beneficiary of this Section 5.022.5, 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 5.02 2.5 or the other terms set forth in this Agreement or the rights of the Fund Indemnitors or their insurers hereunder.

Indemnification Priority. The Company hereby acknowledges that, in addition to the rights provided to each Silver Lake Director, TPG Director 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 Silver Lake or TPG, as the case may be, or one or more of its respective Affiliates (excluding the Company and its subsidiaries) now or hereafter (with respect to Silver Lake or TPG, as applicable, the “Fund Indemnitors”). Notwithstanding anything to the contrary in any of the Indemnification Agreements or this Agreement, the Company hereby agrees that, to the fullest extent permitted 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 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), (ii) shall be required to advance the full amount of expenses incurred by each Indemnitee 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 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 Fund Indemnitors or their insurers, 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 under the Indemnification Agreements, this Agreement or otherwise, including to the payment of expenses in an action to collect. The Company agrees that any Fund Indemnitor or insurer thereof not a party hereto shall be an express third party beneficiary of this Section 5.02, 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 5.02 or the other terms set forth in this Agreement or the rights of the Fund Indemnitors or their insurers hereunder.

Indemnification Priority. The Company hereby acknowledges that, in addition to the rights provided to each Silver Lake Director, TPG Iconiq Director 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, Indemnitees may have certain rights to indemnification, advancement of expenses and/or insurance provided by Silver Lake or TPGIconiq, as the case may be, or one or more of its respective Affiliates (excluding the Company and its subsidiaries) now or hereafter (with respect to Silver Lake or TPGIconiq, as applicable, the “Fund Indemnitors”). Notwithstanding anything to the contrary in any of the Indemnification Agreements or this Agreement, the Company hereby agrees that, to the fullest extent permitted 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 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), (ii) shall be required to advance the full amount of expenses incurred by each Indemnitee 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 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 Fund Indemnitors or their insurers, 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 under the Indemnification Agreements, this Agreement or otherwise, including to the payment of expenses in an action to collect. The Company agrees that any Fund Indemnitor or insurer thereof not a party hereto shall be an express third party beneficiary of this Section 5.02, 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 5.02 or the other terms set forth in this Agreement or the rights of the Fund Indemnitors or their insurers hereunder.