Common use of Jointly Indemnifiable Claims Clause in Contracts

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arise, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or advancement of Expenses in connection with any such Jointly Indemnifiable Claim, irrespective of any right of recovery the Indemnitee may have from the Third-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party Indemnitors. Under no circumstance shall the Company or any Enterprise be entitled to, and the Company hereby irrevocably waives, relinquishes and releases, any claims against the Third-Party Indemnitors for subrogation, contribution or recovery of any kind and no right of advancement or recovery the Indemnitee may have from the Third-Party Indemnitors shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee with respect to any Proceeding for which Indemnitee has sought indemnification, exoneration or hold harmless rights from the Company shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and the Indemnitee agree that each of the Third-Party Indemnitors shall be third-party beneficiaries with respect to this Agreement entitled to enforce this Section 14 as though each such Third-Party Indemnitor were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arisearise due to the relationship between the Indemnitee-Related Entities and the Company and the service of the Indemnitee as a director and/or officer of the Company at the request of the Indemnitee-Related Entities, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be for the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or and advancement of Indemnifiable Expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party IndemnitorsRelated Entities. Under no circumstance shall the Company or any Enterprise be entitled to, and to any right of subrogation or contribution by the Company hereby irrevocably waives, relinquishes and releases, any claims against the ThirdIndemnitee-Party Indemnitors for subrogation, contribution or recovery of any kind Related Entities and no right of advancement or recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors Related Entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to the Indemnitee in respect of indemnification or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee expenses with respect to any Proceeding for which Indemnitee has sought indemnificationJointly Indemnifiable Claim, exoneration or hold harmless rights from the Company Indemnitee-Related Entity making such payment shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company under the terms of this Agreement, and the Indemnitee agree shall execute all papers reasonably required and shall do all things that each may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each of the ThirdIndemnitee-Party Indemnitors Related Entities shall be third-party beneficiaries with respect to this Agreement Section 13, entitled to enforce this Section 14 13 against the Company as though each such ThirdIndemnitee-Party Indemnitor Related Entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arisearise due to the relationship between the Indemnitee-Related Entities and the Company and the service of the Indemnitee as a director and/or officer of the Company at the request of the Indemnitee-Related Entities, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be for the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or and advancement of Expenses expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party IndemnitorsRelated Entities. Under no circumstance shall the Company or any Enterprise be entitled to, and to any right of subrogation or contribution by the Company hereby irrevocably waives, relinquishes and releases, any claims against the ThirdIndemnitee-Party Indemnitors for subrogation, contribution or recovery of any kind Related Entities and no right of advancement or recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors Related Entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to the Indemnitee in respect of indemnification or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee expenses with respect to any Proceeding for which Indemnitee has sought indemnificationJointly Indemnifiable Claim, exoneration or hold harmless rights from the Company Indemnitee-Related Entity making such payment shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company , and the Indemnitee agree shall execute all papers reasonably required and shall do all things that each may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each of the ThirdIndemnitee-Party Indemnitors Related Entities shall be third-party beneficiaries with respect to this Agreement Paragraph 13, entitled to enforce this Section 14 Paragraph 13 against the Company as though each such ThirdIndemnitee-Party Indemnitor Related Entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arisearise due to the relationship between the Indemnitee-Related Entities and the Company and the service of the Indemnitee as a director and/or officer of the Company at the request of the Indemnitee-Related Entities, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be for the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or and advancement of Expenses expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party IndemnitorsRelated Entities. Under no circumstance shall the Company or any Enterprise be entitled to, and to any right of subrogation or contribution by the Company hereby irrevocably waives, relinquishes and releases, any claims against the ThirdIndemnitee-Party Indemnitors for subrogation, contribution or recovery of any kind Related Entities and no right of advancement or recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors Related Entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to the Indemnitee in respect of indemnification or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee Expenses with respect to any Proceeding for which Indemnitee has sought indemnificationJointly Indemnifiable Claim, exoneration or hold harmless rights from the Company agrees that such payment or advancement shall not extinguish or affect in any way the foregoing rights of the Indemnitee under this Agreement and further agrees that the ThirdIndemnitee-Party Indemnitor(s) Related Entity making such payment shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that each Each of the ThirdIndemnitee-Party Indemnitors Related Entities shall be third-party beneficiaries with respect to this Agreement Section 13, entitled to enforce this Section 14 13 against the Company as though each such ThirdIndemnitee-Party Indemnitor Related Entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arisearise due to the relationship between the Indemnitee-Related Entities and the Company and the service of the Indemnitee as a director and/or officer of the Company at the request of the Indemnitee-Related Entities, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be for the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or and advancement of Expenses expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party IndemnitorsRelated Entities. Under no circumstance shall the Company or any Enterprise be entitled to, and to any right of subrogation or contribution by the Company hereby irrevocably waives, relinquishes and releases, any claims against the ThirdIndemnitee-Party Indemnitors for subrogation, contribution or recovery of any kind Related Entities and no right of advancement or recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors Related Entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to the Indemnitee in respect of indemnification or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee Expenses with respect to any Proceeding for which Indemnitee has sought indemnificationJointly Indemnifiable Claim, exoneration or hold harmless rights from the Company agrees that such payment or advancement shall not extinguish or affect in any way the foregoing rights of the Indemnitee under this Agreement and further agrees that the ThirdIndemnitee-Party Indemnitor(s) Related Entity making such payment shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that each Each of the ThirdIndemnitee-Party Indemnitors Related Entities shall be third-party beneficiaries with respect to this Agreement Section 14, entitled to enforce this Section 14 against the Company as though each such ThirdIndemnitee-Party Indemnitor Related Entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given Except as set forth in Section 27, given that certain Jointly Indemnifiable Claims may arisearise due to the relationship between the Indemnitee- Related Entities and the Company and the service of the Indemnitee as a director and/or officer of the Company, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be for the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or and advancement of Expenses expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement Related Entities. Notwithstanding anything contained herein to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreementcontrary, without regard to any rights the Indemnitee may have against the Third-Party Indemnitors. Under under no circumstance shall the Company or any Enterprise be entitled to, and to any right of subrogation or contribution by the Company hereby irrevocably waives, relinquishes and releases, any claims against the ThirdIndemnitee-Party Indemnitors for subrogation, contribution or recovery of any kind Related Entities and no right of advancement or recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors Related Entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to the Indemnitee in respect of indemnification or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee Expenses with respect to any Proceeding for which Indemnitee has sought indemnificationJointly Indemnifiable Claim, exoneration or hold harmless rights from the Company agrees that such payment or advancement shall not extinguish or affect in any way the foregoing rights of the Indemnitee under this Agreement and further agrees that the ThirdIndemnitee-Party Indemnitor(s) Related Entity making such payment shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that each Each of the ThirdIndemnitee-Party Indemnitors Related Entities shall be third-party beneficiaries with respect to this Agreement Section 9, entitled to enforce this Section 14 9 against the Company as though each such ThirdIndemnitee-Party Indemnitor Related Entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arisearise due to the relationship between the Indemnitee-Related Entities and the Bank and the service of the Indemnitee as a director and/or officer of the Bank at the request of the Indemnitee-Related Entities, the Company Bank acknowledges and agrees that the Company shall, and to the extent applicable Bank shall cause any Enterprise to (i) be fully and primarily responsible for, and be for the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or and advancement of Indemnifiable Expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party IndemnitorsRelated Entities. Under no circumstance shall the Company or any Enterprise Bank be entitled to, and to any right of subrogation or contribution by the Company hereby irrevocably waives, relinquishes and releases, any claims against the ThirdIndemnitee-Party Indemnitors for subrogation, contribution or recovery of any kind Related Entities and no right of advancement or recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors Related Entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company Bank hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to the Indemnitee in respect of indemnification or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee expenses with respect to any Proceeding for which Indemnitee has sought indemnificationJointly Indemnifiable Claim, exoneration or hold harmless rights from the Company Indemnitee-Related Entity making such payment shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company Bank under the terms of this Agreement, and the Indemnitee agree shall execute all papers reasonably required and shall do all things that each may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each of the ThirdIndemnitee-Party Indemnitors Related Entities shall be third-party beneficiaries with respect to this Agreement Section 13, entitled to enforce this Section 14 13 against the Bank as though each such ThirdIndemnitee-Party Indemnitor Related Entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arise, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or advancement of Expenses in connection with any such Jointly Indemnifiable Claim, irrespective of any right of recovery the Indemnitee may have from the Third-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party Indemnitors. Under no circumstance shall the Company or any Enterprise be entitled to, and the Company hereby irrevocably waives, relinquishes and releases, any claims against the Third-Party Indemnitors for subrogation, contribution or recovery of any kind and no right of advancement or recovery the Indemnitee may have from the Third-Party Indemnitors shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee with respect to any Proceeding for which Indemnitee has sought indemnification, exoneration or hold harmless rights from the Company shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and the Indemnitee agree that each of the Third-Party Indemnitors shall be third-party beneficiaries with respect to this Agreement entitled to enforce this Section 14 as though each such Third-Party Indemnitor were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain an Indemnified Person may be entitled to indemnification (a “Jointly Indemnifiable Claims may ariseClaim”) from both the Company, pursuant to this Agreement, and from any other Person, whether pursuant to applicable law, any indemnification agreement, the organizational documents of such Person or otherwise (the “Indemnitee-Related Entities”), the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be for the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee Indemnified Person in respect of indemnification or and advancement of Expenses expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee Indemnified Person may have from the ThirdIndemnitee-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party IndemnitorsRelated Entities. Under no circumstance shall the Company or any Enterprise be entitled to, and to any right of subrogation or contribution by the Company hereby irrevocably waives, relinquishes and releases, any claims against the ThirdIndemnitee-Party Indemnitors for subrogation, contribution or recovery of any kind Related Entities and no right of advancement or recovery the Indemnitee Indemnified Person may have from the ThirdIndemnitee-Party Indemnitors Related Entities shall reduce or otherwise alter the rights of the Indemnitee Indemnified Person or the obligations of the Company hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to the Indemnified Person in respect of indemnification or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee expenses with respect to any Proceeding for which Indemnitee has sought indemnificationJointly Indemnifiable Claim, exoneration or hold harmless rights from the Company Indemnitee-Related Entity making such payment shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee the Indemnified Person against the Company. The Company , and the Indemnitee agree Indemnified Person shall execute all papers reasonably required and shall do all things that each may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each of the ThirdIndemnitee-Party Indemnitors Related Entities shall be third-party beneficiaries with respect to this Agreement Section 2.08(e), entitled to enforce this Section 14 2.08(e) against the Company as though each such ThirdIndemnitee-Party Indemnitor Related Entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims jointly indemnifiable claims may arisearise due to the service of Indemnitee as a director and/or officer of the Company at the request of Indemnitee-related entities (as defined below), the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be the indemnitor of first resort with respect to, payment for payments to or payment on behalf of the Indemnitee in respect of indemnification or advancement of Expenses expenses in connection with any such Jointly Indemnifiable Claimjointly indemnifiable claims pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party Indemnitorsrelated entities. Under no circumstance shall the Company or any Enterprise be entitled toto any right of subrogation or contribution by Indemnitee-related entities, and the Company hereby irrevocably waives, relinquishes and releases, any claims against the Third-Party Indemnitors for subrogation, contribution or recovery of any kind and no right of advancement or recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors related entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that any of Indemnitee-related entities shall make any payment to Indemnitee in respect of indemnification or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee expenses with respect to any Proceeding for which Indemnitee has sought indemnificationjointly indemnifiable claim, exoneration or hold harmless rights from the Company Indemnitee-related entity making such payment shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company, and Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable Indemnitee-related entities effectively to bring suit to enforce such rights. The Company and the Indemnitee agree that each of the ThirdIndemnitee-Party Indemnitors related entities shall be third-party beneficiaries with respect to this Agreement Section 15(a) and entitled to enforce this Section 14 15(a) as though each such ThirdIndemnitee-Party Indemnitor related entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given Except as set forth in Section 27, given that certain Jointly Indemnifiable Claims may arisearise due to the relationship between the Indemnitee-Related Entities and the Company and the service of the Indemnitee as a director and/or officer of the Company, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be for the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or and advancement of Expenses expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement Related Entities. Notwithstanding anything contained herein to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreementcontrary, without regard to any rights the Indemnitee may have against the Third-Party Indemnitors. Under under no circumstance shall the Company or any Enterprise be entitled to, and to any right of subrogation or contribution by the Company hereby irrevocably waives, relinquishes and releases, any claims against the ThirdIndemnitee-Party Indemnitors for subrogation, contribution or recovery of any kind Related Entities and no right of advancement or recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors Related Entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to the Indemnitee in respect of indemnification or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee Expenses with respect to any Proceeding for which Indemnitee has sought indemnificationJointly Indemnifiable Claim, exoneration or hold harmless rights from the Company agrees that such payment or advancement shall not extinguish or affect in any way the foregoing rights of the Indemnitee under this Agreement and further agrees that the ThirdIndemnitee-Party Indemnitor(s) Related Entity making such payment shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that each Each of the ThirdIndemnitee-Party Indemnitors Related Entities shall be third-party beneficiaries with respect to this Agreement Section 9, entitled to enforce this Section 14 9 against the Company as though each such ThirdIndemnitee-Party Indemnitor Related Entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arisearise due to the relationship between the Indemnitee-Related Entities and the Company and the service of the Indemnitee as a director and/or officer of the Company at the request of the Indemnitee-Related Entities, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be for the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or and advancement of Indemnifiable Expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party IndemnitorsRelated Entities. Under no circumstance shall the Company or any Enterprise be entitled to, and to any right of subrogation or contribution by the Company hereby irrevocably waives, relinquishes and releases, any claims against the ThirdIndemnitee-Party Indemnitors for subrogation, contribution or recovery of any kind Related Entities and no right of advancement or recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors Related Entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to the Indemnitee in respect of indemnification or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee expenses with respect to any Proceeding for which Indemnitee has sought indemnificationJointly Indemnifiable Claim, exoneration or hold harmless rights from the Company Indemnitee-Related Entity making such payment shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company under the terms of this Agreement, and the Indemnitee agree shall execute all papers reasonably required and shall do all things that each may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each of the ThirdIndemnitee-Party Indemnitors Related Entities shall be third-party beneficiaries with respect to this Agreement Section 12, entitled to enforce this Section 14 12 against the Company as though each such ThirdIndemnitee-Party Indemnitor Related Entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arise, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or advancement of Expenses in connection with any such Jointly Indemnifiable Claim, irrespective of any right of recovery the Indemnitee may have from the Third-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party Indemnitors. Under no circumstance shall the Company or any Enterprise be entitled to, and the Company hereby irrevocably waives, relinquishes and releases, any claims against the Third-Party Indemnitors for subrogation, contribution or recovery of any kind and no right of advancement or recovery the Indemnitee may have from the Third-Party Indemnitors shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee with respect to any Proceeding for which Indemnitee has sought indemnification, exoneration or hold harmless indemnification rights from the Company shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and the Indemnitee agree that each of the Third-Party Indemnitors shall be third-party beneficiaries with respect to this Agreement entitled to enforce this Section 14 as though each such Third-Party Indemnitor were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given Except as set forth in Section 28, given that certain Jointly Indemnifiable Claims may arisearise due to the relationship between the Indemnitee-Related Entities and the Company and the service of the Indemnitee as a director and/or officer of the Company, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be for the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or and advancement of Expenses expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement Related Entities. Notwithstanding anything contained herein to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreementcontrary, without regard to any rights the Indemnitee may have against the Third-Party Indemnitors. Under under no circumstance shall the Company or any Enterprise be entitled to, and to any right of subrogation or contribution by the Company hereby irrevocably waives, relinquishes and releases, any claims against the ThirdIndemnitee-Party Indemnitors for subrogation, contribution or recovery of any kind Related Entities and no right of advancement or recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors Related Entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to the Indemnitee in respect of indemnification or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee Expenses with respect to any Proceeding for which Indemnitee has sought indemnificationJointly Indemnifiable Claim, exoneration or hold harmless rights from the Company agrees that such payment or advancement shall not extinguish or affect in any way the foregoing rights of the Indemnitee under this Agreement and further agrees that the ThirdIndemnitee-Party Indemnitor(s) Related Entity making such payment shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that each Each of the ThirdIndemnitee-Party Indemnitors Related Entities shall be third-party beneficiaries with respect to this Agreement Section 10, entitled to enforce this Section 14 10 against the Company as though each such ThirdIndemnitee-Party Indemnitor Related Entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arisearise due to the relationship between the Indemnitee-Related Entities and the Bank and the service of the Indemnitee as a director and/or officer of the Bank at the request of the Indemnitee-Related Entities, the Company Bank acknowledges and agrees that the Company shall, and to the extent applicable Bank shall cause any Enterprise to (i) be fully and primarily responsible for, and be for the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or and advancement of Indemnifiable Expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party IndemnitorsRelated Entities. Under no circumstance shall the Company or any Enterprise Bank be entitled to, and to any right of subrogation or contribution by the Company hereby irrevocably waives, relinquishes and releases, any claims against the ThirdIndemnitee-Party Indemnitors for subrogation, contribution or recovery of any kind Related Entities and no right of advancement or recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors Related Entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company Bank hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to the Indemnitee in respect of indemnification or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee expenses with respect to any Proceeding for which Indemnitee has sought indemnificationJointly Indemnifiable Claim, exoneration or hold harmless rights from the Company Indemnitee-Related Entity making such payment shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company Bank under the terms of this Agreement, and the Indemnitee agree shall execute all papers reasonably required and shall do all things that each may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each of the ThirdIndemnitee-Party Indemnitors Related Entities shall be third-party beneficiaries with respect to this Agreement Section 12, entitled to enforce this Section 14 12 against the Bank as though each such ThirdIndemnitee-Party Indemnitor Related Entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arisearise due to the relationships between an Indemnitee-Related Entity and the Company and the service of Indemnitee as a director and/or officer of the Company at the request of that Indemnitee-Related Entity, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be the indemnitor of first resort with respect to, and shall be fully and primarily responsible for the payment to Indemnitee in respect of indemnification and advancement of expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery Indemnitee may have from the Indemnitee-Related Entity. Under no circumstance shall the Company be entitled to any right of subrogation or payment on behalf contribution by the Indemnitee-Related Entity, and no right of recovery Indemnitee may have from the Indemnitee-Related Entity shall reduce or otherwise alter the rights of Indemnitee or the obligations of the Company hereunder. In the event that any Indemnitee-Related Entity shall make any payment to Indemnitee in respect of indemnification or advancement of Expenses in connection with respect to any such Jointly Indemnifiable Claim, irrespective of any right of recovery the Indemnitee may have from the Third-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party Indemnitors. Under no circumstance shall the Company agrees that such payment or advancement shall not extinguish or affect in any Enterprise be entitled to, and the Company hereby irrevocably waives, relinquishes and releases, any claims against the Third-Party Indemnitors for subrogation, contribution or recovery of any kind and no right of advancement or recovery the Indemnitee may have from the Third-Party Indemnitors shall reduce or otherwise alter way the rights of the Indemnitee or the obligations of the Company or any Enterprise. The Company under this Agreement and further agrees that no advancement or the Indemnitee-Related Entity making such payment by any Third-Party Indemnitor on behalf of Indemnitee with respect to any Proceeding for which Indemnitee has sought indemnification, exoneration or hold harmless rights from the Company shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and the Indemnitee agree that each of the ThirdEvery Indemnitee-Party Indemnitors Related Entity shall be a third-party beneficiaries beneficiary with respect to this Agreement Section 13, entitled to enforce this Section 14 13 against the Company as though each such ThirdIndemnitee-Party Indemnitor Related Entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arisearise due to the relationships between an Indemnitee-Related Entity and the Company and the service of Indemnitee as a director and/or officer of the Company at the request of that Indemnitee-Related Entity, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be the indemnitor of first resort with respect to, and shall be fully and primarily responsible for the payment to Indemnitee in respect of indemnification and advancement of expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery Indemnitee may have from the Indemnitee-Related Entity. Under no circumstance shall the Company be entitled to any right of subrogation or payment on behalf contribution by the Indemnitee-Related Entity, and no right of recovery Indemnitee may have from the Indemnitee-Related Entity shall reduce or otherwise alter the rights of Indemnitee or the obligations of the Company hereunder. In the event that any Indemnitee-Related Entity shall make any payment to Indemnitee in respect of indemnification or advancement of Expenses in connection with respect to any such Jointly Indemnifiable Claim, irrespective of any right of recovery the Indemnitee may have from the Third-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party Indemnitors. Under no circumstance shall the Company agrees that such payment or advancement shall not extinguish or affect in any Enterprise be entitled to, and the Company hereby irrevocably waives, relinquishes and releases, any claims against the Third-Party Indemnitors for subrogation, contribution or recovery of any kind and no right of advancement or recovery the Indemnitee may have from the Third-Party Indemnitors shall reduce or otherwise alter way the rights of the Indemnitee or the obligations of the Company or any Enterprise. The Company under this Agreement and further agrees that no advancement or the Indemnitee-Related Entity making such payment by any Third-Party Indemnitor on behalf of Indemnitee with respect to any Proceeding for which Indemnitee has sought indemnification, exoneration or hold harmless rights from the Company shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and the Indemnitee agree that each of the ThirdEvery Indemnitee-Party Indemnitors Related Entity shall be a third-party beneficiaries beneficiary with respect to this Agreement Section 14, entitled to enforce this Section 14 against the Company as though each such ThirdIndemnitee-Party Indemnitor Related Entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arisearise as a result of the relationship between the Indemnitee-Related Entities and the Company and the service of Indemnitee as a director and/or officer of the Company at the request of the Indemnitee-Related Entities, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be for the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or and advancement of Expenses expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party IndemnitorsRelated Entities. Under no circumstance shall the Company or any Enterprise be entitled toto any right of subrogation or contribution by the Indemnitee-Related Entities, and the Company hereby irrevocably waives, relinquishes and releases, any claims against the Third-Party Indemnitors for subrogation, contribution or recovery of any kind and no right of advancement or recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors Related Entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to Indemnitee in respect of indemnification or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee expenses with respect to any Proceeding for which Indemnitee has sought indemnificationJointly Indemnifiable Claim, exoneration or hold harmless rights from the Company Indemnitee-Related Entity making such payment shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company, and Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. The Company and the Indemnitee agree that each Each of the ThirdIndemnitee-Party Indemnitors Related Entities shall be third-party beneficiaries with respect to this Agreement Section 14, entitled to enforce this Section 14 against the Company as though each such ThirdIndemnitee-Party Indemnitor Related Entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given Except as set forth in Section 27, given that certain Jointly Indemnifiable Claims may arisearise due to the relationship between the Indemnitee-Related Entities and the Company and the service of the Indemnitee as a director and/or officer of the Company, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be for the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or and advancement of Expenses expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement Related Entities. Notwithstanding anything contained hereint to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreementcontrary, without regard to any rights the Indemnitee may have against the Third-Party Indemnitors. Under under no circumstance shall the Company or any Enterprise be entitled to, and to any right of subrogation or contribution by the Company hereby irrevocably waives, relinquishes and releases, any claims against the ThirdIndemnitee-Party Indemnitors for subrogation, contribution or recovery of any kind Related Entities and no right of advancement or recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors Related Entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to the Indemnitee in respect of indemnification or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee Expenses with respect to any Proceeding for which Indemnitee has sought indemnificationJointly Indemnifiable Claim, exoneration or hold harmless rights from the Company agrees that such payment or advancement shall not extinguish or affect in any way the foregoing rights of the Indemnitee under this Agreement and further agrees that the ThirdIndemnitee-Party Indemnitor(s) Related Entity making such payment shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that each Each of the ThirdIndemnitee-Party Indemnitors Related Entities shall be third-party beneficiaries with respect to this Agreement Section 9, entitled to enforce this Section 14 9 against the Company as though each such ThirdIndemnitee-Party Indemnitor Related Entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims jointly indemnifiable claims may arisearise due to the service of the Indemnitee as a director and/or officer of the Company at the request of the Indemnitee-related entities (as defined below), the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be for the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or advancement of Expenses expenses in connection with any such Jointly Indemnifiable Claimjointly indemnifiable claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party Indemnitorsrelated entities. Under no circumstance shall the Company or any Enterprise be entitled to, and to any right of subrogation or contribution by the Company hereby irrevocably waives, relinquishes and releases, any claims against the ThirdIndemnitee-Party Indemnitors for subrogation, contribution or recovery of any kind related entities and no right of advancement or recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors related entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that any of the Indemnitee-related entities shall make any payment to the Indemnitee in respect of indemnification or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee expenses with respect to any Proceeding for which Indemnitee has sought indemnificationjointly indemnifiable claim, exoneration or hold harmless rights from the Company Indemnitee-related entity making such payment shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company, and Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-related entities effectively to bring suit to enforce such rights. The Company and the Indemnitee agree that each of the ThirdIndemnitee-Party Indemnitors related entities shall be third-party beneficiaries with respect to this Agreement Section 13(a), entitled to enforce this Section 14 13(a) as though each such ThirdIndemnitee-Party Indemnitor related entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain an Indemnified Person may be entitled to indemnification (a “Jointly Indemnifiable Claims may ariseClaim”) from both the Buyer, pursuant to this Agreement, and from any other Person, whether pursuant to applicable law, any indemnification agreement, the Company organizational documents of such Person or otherwise (the “Indemnitee-Related Entities”), the Buyer acknowledges and agrees that the Company shall, and to the extent applicable Buyer shall cause any Enterprise to (i) be fully and primarily responsible for, and be for the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee Indemnified Person in respect of indemnification or and advancement of Expenses expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee Indemnified Person may have from the ThirdIndemnitee-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party IndemnitorsRelated Entities. Under no circumstance shall the Company or any Enterprise Buyer be entitled to, and to any right of subrogation or contribution by the Company hereby irrevocably waives, relinquishes and releases, any claims against the ThirdIndemnitee-Party Indemnitors for subrogation, contribution or recovery of any kind Related Entities and no right of advancement or recovery the Indemnitee Indemnified Person may have from the ThirdIndemnitee-Party Indemnitors Related Entities shall reduce or otherwise alter the rights of the Indemnitee Indemnified Person or the obligations of the Company Buyer hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to the Indemnified Person in respect of indemnification or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee expenses with respect to any Proceeding for which Indemnitee has sought indemnificationJointly Indemnifiable Claim, exoneration or hold harmless rights from the Company Indemnitee-Related Entity making such payment shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee the Indemnified Person against the Company. The Company Buyer, and the Indemnitee agree Indemnified Person shall execute all papers reasonably required and shall do all things that each may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each of the ThirdIndemnitee-Party Indemnitors Related Entities shall be third-party beneficiaries with respect to this Agreement paragraph, entitled to enforce this Section 14 paragraph against the Buyer as though each such ThirdIndemnitee-Party Indemnitor Related Entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain proceedings in respect of which the Indemnitee shall be entitled to indemnification from both an Indemnitee-Related Entity (as defined below) and the Company pursuant to applicable law, any indemnification agreement or the certificate of incorporation, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company and an Indemnitee-Related Entity (collectively, “Jointly Indemnifiable Claims Claims”) may arisearise due to the relationship between the Indemnitee-Related Entities (as defined below) and the Company and the service of the Indemnitee as an agent of the Company at the request of the Indemnitee-Related Entities, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be the Company is the indemnitor of first resort with respect to(i.e., payment its obligations to or payment on behalf the Indemnitee are primary and any obligation of the Indemnitee in respect of Indemnitee-Related Entities to advance expenses or to provide indemnification or advancement of Expenses in connection with any such Jointly Indemnifiable Claim, irrespective of any right of recovery for the same expenses incurred by the Indemnitee may have from the Third-Party Indemnitorsare secondary), and (ii) the Company shall be required to advance the full amount of Expenses expenses incurred by the Indemnitee and shall be liable for the full amount of all Expensesexpenses, judgments, finespenalties, penalties fines and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively legally permitted by) applicable law and as required by the terms certificate of this Agreementincorporation or bylaws of the Company (or any agreement between the Company and the Indemnitee), without regard to any rights the Indemnitee may have against the ThirdIndemnitee-Party Indemnitors. Under no circumstance shall Related Entities, and, (iii) the Company or any Enterprise be entitled to, and the Company hereby irrevocably waives, relinquishes and releases, releases the Indemnitee-Related Entities from any and all claims against the ThirdIndemnitee-Party Indemnitors Related Entities for subrogationcontribution, contribution subrogation or any other recovery of any kind and no right of advancement or recovery the Indemnitee may have from the Third-Party Indemnitors shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company or any Enterprisein respect thereof. The Company further agrees that no advancement or payment by any Thirdthe Indemnitee-Party Indemnitor Related Entities on behalf of the Indemnitee with respect to any Proceeding claim for which the Indemnitee has sought indemnification, exoneration or hold harmless rights indemnification from the Company shall affect the foregoing and the ThirdIndemnitee-Party Indemnitor(s) Related Entities shall have a right to receive from the Company, of contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that each the Indemnitee-Related Entities are express third party beneficiaries of the Thirdterms hereof. As used in this Agreement, “Indemnitee-Party Indemnitors shall Related Entity” means any corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise (other than the Company or any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise the Indemnitee has agreed, on behalf of the Company or at the Company’s request, to serve as a director, officer, employee or agent and which service is covered by the indemnity described in this Agreement) from whom the Indemnitee may be third-party beneficiaries entitled to indemnification or advancement of expenses with respect to this Agreement entitled to enforce this Section 14 which, in whole or in part, the Company may also have an indemnification or advancement obligation (other than as though each such Third-Party Indemnitor were a party to this Agreementresult of obligations under an insurance policy), including, without limitation, ABRY Partners II, LLC and the ABRY Funds.]

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arisearise due to the relationship between the Indemnitee-Related Entities and the Company and the service of the Indemnitee as a director and/or officer of the Company at the request of the Indemnitee-Related Entities, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be for the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or and advancement of Expenses expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party IndemnitorsRelated Entities. Under no circumstance shall the Company or any Enterprise be entitled to, and to any right of subrogation or contribution by the Company hereby irrevocably waives, relinquishes and releases, any claims against the ThirdIndemnitee-Party Indemnitors for subrogation, contribution or recovery of any kind Related Entities and no right of advancement or recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors Related Entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to the Indemnitee in respect of indemnification or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee expenses with respect to any Proceeding for which Indemnitee has sought indemnificationJointly Indemnifiable Claim, exoneration or hold harmless rights from the Company Indemnitee-Related Entity making such payment shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company , and the Indemnitee agree shall execute all papers reasonably required and shall do all things that each may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each of the ThirdIndemnitee-Party Indemnitors Related Entities shall be third-party beneficiaries with respect to this Agreement Section 14, entitled to enforce this Section 14 against the Company as though each such ThirdIndemnitee-Party Indemnitor Related Entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arisearise due to the relationship between the Indemnitee-Related Entities and the Company and the service of the Indemnitee as a director and/or officer of the Indemnitee-Related Entities at the request of the Company, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be for the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or and advancement of Indemnifiable Expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party IndemnitorsRelated Entities. Under no circumstance shall the Company or any Enterprise be entitled toto any right of subrogation or contribution by the Indemnitee-Related Entities, and the Company hereby irrevocably waives, relinquishes and releases, any claims against the Third-Party Indemnitors for subrogation, contribution or recovery of any kind and no right of advancement or recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors Related Entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to the Indemnitee in respect of indemnification or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee expenses with respect to any Proceeding for which Indemnitee has sought indemnificationJointly Indemnifiable Claim, exoneration or hold harmless rights from the Company Indemnitee-Related Entity making such payment shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company under the terms of this Agreement, and the Indemnitee agree shall execute all papers reasonably required and shall do all things that each may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each of the ThirdIndemnitee-Party Indemnitors Related Entities shall be third-party beneficiaries with respect to this Agreement Section 13, entitled to enforce this Section 14 13 against the Company as though each such ThirdIndemnitee-Party Indemnitor Related Entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arise, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall use best efforts to cause any Enterprise to (i) be fully and primarily responsible for, and be the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or advancement of Expenses in connection with any such Jointly Indemnifiable Claim, irrespective of any right of recovery the Indemnitee may have from the Third-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the maximum extent not prohibited permitted by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party Indemnitors. Under no circumstance shall the Company or any Enterprise be entitled to, and the Company hereby irrevocably waives, relinquishes and releases, any claims against the Third-Party Indemnitors for subrogation, contribution or recovery of any kind and no right of advancement or recovery the Indemnitee may have from the Third-Party Indemnitors shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee with respect to any Proceeding for which Indemnitee has sought indemnification, exoneration or hold harmless rights from the Company shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and the Indemnitee agree that each of the Third-Party Indemnitors shall be third-party beneficiaries with respect to this Agreement Section 14 entitled to enforce this Section 14 as though each such Third-Party Indemnitor were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arisearise as a result of the relationship between the Indemnitee-Related Entities and the Company and the service of Indemnitee as a director and/or officer of the Company at the request of the Indemnitee-Related Entities, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be for the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or and advancement of Expenses expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party IndemnitorsRelated Entities. Under no circumstance shall the Company or any Enterprise be entitled toto any right of subrogation or contribution by the Indemnitee-Related Entities, and the Company hereby irrevocably waives, relinquishes and releases, any claims against the Third-Party Indemnitors for subrogation, contribution or recovery of any kind and no right of advancement or recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors Related Entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to Indemnitee in respect of indemnification or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee expenses with respect to any Proceeding for which Indemnitee has sought indemnificationJointly Indemnifiable Claim, exoneration or hold harmless rights from the Company Indemnitee-Related Entity making such payment shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company, and Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. The Company and the Indemnitee agree that each Each of the ThirdIndemnitee-Party Indemnitors Related Entities shall be third-party beneficiaries with respect to this Agreement Section 12, entitled to enforce this Section 14 12 against the Company as though each such ThirdIndemnitee-Party Indemnitor Related Entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims jointly indemnifiable claims may arisearise due to the service of Indemnitee as a director and/or officer of the Company at the request of Indemnitee-related entities (as defined below), the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be the indemnitor of first resort with respect to, payment for payments to or payment on behalf of the Indemnitee in respect of indemnification or advancement of Expenses expenses in connection with any such Jointly Indemnifiable Claimjointly indemnifiable claims pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party Indemnitorsrelated entities. Under no circumstance shall the Company or any Enterprise be entitled toto any right of subrogation or contribution by Indemnitee-related entities, and the Company hereby irrevocably waives, relinquishes and releases, any claims against the Third-Party Indemnitors for subrogation, contribution or recovery of any kind and no right of advancement or recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors related entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company or hereunder (but, without limiting the rights of any Enterprise. The Company further agrees that Indemnitee-related entity hereunder, Indemnitee shall in no advancement event receive a “double recovery” in respect of any matter subject to indemnification or payment by or reimbursement of expenses hereunder). In the event that any ThirdIndemnitee-Party Indemnitor on behalf related entity shall make any payment to Indemnitee in respect of Indemnitee indemnification or advancement of expenses with respect to any Proceeding for which Indemnitee has sought indemnificationjointly indemnifiable claim, exoneration or hold harmless rights from the Company Indemnitee-related entity making such payment shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company, and Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable Indemnitee-related entities effectively to bring suit to enforce such rights. The Company and the Indemnitee agree that each of the ThirdIndemnitee-Party Indemnitors related entity shall be a third-party beneficiaries beneficiary with respect to this Agreement Section 15(a) and entitled to enforce this Section 14 15(a) as though each such ThirdIndemnitee-Party Indemnitor related entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arise, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or advancement of Expenses in connection with any such Jointly Indemnifiable Claim, irrespective of any right of recovery the Indemnitee may have from the Third-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to Exhibit 10.84 the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party Indemnitors. Under no circumstance shall the Company or any Enterprise be entitled to, and the Company hereby irrevocably waives, relinquishes and releases, any claims against the Third-Party Indemnitors for subrogation, contribution or recovery of any kind and no right of advancement or recovery the Indemnitee may have from the Third-Party Indemnitors shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee with respect to any Proceeding for which Indemnitee has sought indemnification, exoneration or hold harmless rights from the Company shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and the Indemnitee agree that each of the Third-Party Indemnitors shall be third-party beneficiaries with respect to this Agreement entitled to enforce this Section 14 as though each such Third-Party Indemnitor were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arisearise due to the relationship between the Fund Entities and Indemnitor and the service of Indemnitee as a director of Indemnitor at the request of the Fund Entities, the Company Indemnitor acknowledges and agrees that the Company shall, and to the extent applicable Indemnitor shall cause any Enterprise to (i) be fully and primarily responsible for, for the indemnification and be the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or advancement of Expenses expenses of Indemnitee in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the Third-Party Indemnitors, and (ii) be required to advance the full amount Fund Entities or any of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party Indemnitorstheir respective affiliates. Under no circumstance shall Indemnitor be entitled to any right of contribution by the Company Fund Entities or any Enterprise be entitled to, and the Company hereby irrevocably waives, relinquishes and releases, any claims against the Third-Party Indemnitors for subrogation, contribution or recovery of any kind their affiliates and no right of advancement or recovery the Indemnitee may have from the Third-Party Indemnitors Fund Entities or any of their respective affiliates shall reduce or otherwise alter the rights of the Indemnitee or the obligations of Indemnitor hereunder. In the Company event that either of the Fund Entities or any Enterprise. The Company further agrees that no of their respective affiliates shall make any payment to Indemnitee in respect of indemnification or advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee with respect to any Proceeding for which Jointly Indemnifiable Claim, Indemnitor agrees that such payment or advancement shall not extinguish or affect in any way the rights of the Indemnitee has sought indemnification, exoneration under this Agreement and further agrees that the Fund Entity or hold harmless rights from the Company affiliate making such payment shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against Indemnitor, who shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the Companyexecution of such documents as may be necessary to enable the Fund Entities effectively to bring suit to enforce such rights. The Company and the Indemnitee agree that each Each of the Third-Party Indemnitors Fund Entities and its respective affiliates shall be third-party beneficiaries with respect to this Agreement Section 14, entitled to enforce this Section 14 against Indemnitor as though each such Third-Party Indemnitor Fund Entity or affiliate were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain an Indemnified Person may be entitled to indemnification (a "Jointly Indemnifiable Claims may ariseClaim") from both the Company, pursuant to this Agreement, and from any other Person, whether pursuant to applicable law, any indemnification agreement, the organizational documents of such Person or otherwise (the "Indemnitee-Related Entities"), the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be for the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee Indemnified Person in respect of indemnification or and advancement of Expenses expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee Indemnified Person may have from the ThirdIndemnitee-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party IndemnitorsRelated Entities. Under no circumstance shall the Company or any Enterprise be entitled to, and to any right of subrogation or contribution by the Company hereby irrevocably waives, relinquishes and releases, any claims against the ThirdIndemnitee-Party Indemnitors for subrogation, contribution or recovery of any kind Related Entities and no right of advancement or recovery the Indemnitee Indemnified Person may have from the ThirdIndemnitee-Party Indemnitors Related Entities shall reduce or otherwise alter the rights of the Indemnitee Indemnified Person or the obligations of the Company hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to the Indemnified Person in respect of indemnification or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee expenses with respect to any Proceeding for which Indemnitee has sought indemnificationJointly Indemnifiable Claim, exoneration or hold harmless rights from the Company Indemnitee-Related Entity making such payment shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee the Indemnified Person against the Company. The Company , and the Indemnitee agree Indemnified Person shall execute all papers reasonably required and shall do all things that each may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each of the ThirdIndemnitee-Party Indemnitors Related Entities shall be third-party beneficiaries with respect to this Agreement Section 2.09(e), entitled to enforce this Section 14 2.09(e) against the Company as though each such ThirdIndemnitee-Party Indemnitor Related Entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arisearise due to the relationship between the Indemnitee-Related Entities and the Company and the service of the Indemnitee as a director and/or officer of the Company at the request of the Indemnitee-Related Entities, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be for the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or and advancement of Expenses expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party IndemnitorsRelated Entities. Under no circumstance shall the Company be entitled to any right of subrogation or contribution or any Enterprise be entitled to, and right to coverage from any insurer providing insurance coverage under any policy purchased or maintained by the Company hereby irrevocably waives, relinquishes and releases, any claims against the ThirdIndemnitee-Party Indemnitors for subrogation, contribution or recovery of any kind Related Entities and no right of advancement or recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors Related Entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to the Indemnitee in respect of indemnification or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee Expenses with respect to any Proceeding for which Indemnitee has sought indemnificationJointly Indemnifiable Claim, exoneration or hold harmless rights from the Company agrees that such payment or advancement shall not extinguish or affect in any way the foregoing rights of the Indemnitee under this Agreement and further agrees that the ThirdIndemnitee-Party Indemnitor(s) Related Entity making such payment shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that each Each of the ThirdIndemnitee-Party Indemnitors Related Entities shall be third-party beneficiaries with respect to this Agreement Section 14, entitled to enforce this Section 14 against the Company as though each such ThirdIndemnitee-Party Indemnitor Related Entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain a Purchaser Party may be entitled to indemnification (a “Jointly Indemnifiable Claims may ariseInvestor Claim”) from both the Company, pursuant to this Agreement, and from any other Person, whether pursuant to applicable Law, any indemnification agreement, the organizational documents of such Person or otherwise (the “Indemnitee-Related Investor Entities”), the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be for the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee Purchaser Party in respect of indemnification or advancement of Expenses in connection with any such Jointly Indemnifiable Investor Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee Purchaser Party may have from the ThirdIndemnitee-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party IndemnitorsRelated Investor Entities. Under no circumstance shall the Company or any Enterprise be entitled to, and to any right of subrogation or contribution by the Company hereby irrevocably waives, relinquishes and releases, any claims against the ThirdIndemnitee-Party Indemnitors for subrogation, contribution or recovery of any kind Related Investor Entities and no right of advancement or recovery the Indemnitee Purchaser Party may have from the ThirdIndemnitee-Party Indemnitors Related Investor Entities shall reduce or otherwise alter the rights of the Indemnitee Purchaser Party or the obligations of the Company or hereunder. In the event that any Enterprise. The Company further agrees that no advancement or of the Indemnitee-Related Investor Entities shall make any payment by any Third-to the Purchaser Party Indemnitor on behalf in respect of Indemnitee indemnification with respect to any Proceeding for which Indemnitee has sought indemnificationJointly Indemnifiable Investor Claim, exoneration or hold harmless rights from the Company Indemnitee-Related Investor Entity making such payment shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee the Purchaser Party against the Company. The Company , and the Indemnitee agree Purchaser Party shall execute all papers reasonably required and shall do all things that each may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the ThirdIndemnitee-Party Indemnitors shall be third-party beneficiaries with respect Related Investor Entities effectively to this Agreement entitled bring suit to enforce this Section 14 as though each such Third-Party Indemnitor were a party to this Agreementrights.

Jointly Indemnifiable Claims. The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Indemnifiable Expenses and/or insurance provided by CBS Corporation, a Delaware corporation, and certain of its subsidiaries (acollectively, the “CBS Indemnitors”). The Company hereby agrees (i) Given that certain Jointly Indemnifiable Claims may arisethat, as between the Company and the CBS Indemnitors, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be is the indemnitor of first resort with respect to(i.e., payment its obligations to or payment on behalf Indemnitee are primary and any obligation of the CBS Indemnitors to advance expenses or to provide indemnification for the same Indemnifiable Expenses incurred by Indemnitee in respect of indemnification or advancement of Expenses in connection with any such Jointly Indemnifiable Claimare secondary), irrespective of any right of recovery the Indemnitee may have from the Third-Party Indemnitors, and (ii) that the Company shall be required to advance the full amount of Indemnifiable Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement Indemnifiable Expenses to the extent not prohibited by (and not merely to the extent affirmatively legally permitted by) applicable law and as required by the terms of this Agreement, the Company’s Charter or Bylaws (or any other 1 To be inserted if Jointly Indemnifiable Claims provision included. agreement between the Company and Indemnitee), without regard to any rights the Indemnitee may have against the Third-Party CBS Indemnitors. Under no circumstance shall , and, (iii) that the Company or any Enterprise be entitled to, and the Company hereby irrevocably waives, relinquishes and releases, releases the CBS Indemnitors from any and all claims against the Third-Party CBS Indemnitors for subrogationcontribution, contribution subrogation or any other recovery of any kind and no right of advancement or recovery the Indemnitee may have from the Third-Party Indemnitors shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company or any Enterprisein respect thereof. The Company further agrees that no advancement or payment by any Third-Party Indemnitor the CBS Indemnitors on behalf of Indemnitee with respect to any Proceeding claim for which Indemnitee has sought indemnification, exoneration or hold harmless rights indemnification from the Company shall affect the foregoing and the Third-Party Indemnitor(s) CBS Indemnitors shall have a right to receive from the Company, of contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and the Indemnitee agree that each the CBS Indemnitors are express third party beneficiaries of the Third-Party Indemnitors shall be third-party beneficiaries with respect to this Agreement entitled to enforce terms of this Section 14 as though each such Third-Party Indemnitor were a party to this Agreement.15.]2

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims jointly indemnifiable claims may arisearise due to the service of Indemnitee as a director and/or officer of the Company at the request of Indemniteerelated entities (as defined below), the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be the indemnitor of first resort with respect to, payment for payments to or payment on behalf of the Indemnitee in respect of indemnification or advancement of Expenses expenses in connection with any such Jointly Indemnifiable Claimjointly indemnifiable claims pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the Third-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party IndemnitorsIndemniteerelated entities. Under no circumstance shall the Company or any Enterprise be entitled toto any right of subrogation or contribution by Indemniteerelated entities, and the Company hereby irrevocably waives, relinquishes and releases, any claims against the Third-Party Indemnitors for subrogation, contribution or recovery of any kind and no right of advancement or recovery the Indemnitee may have from the Third-Party Indemnitors Indemniteerelated entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that any of Indemniteerelated entities shall make any payment to Indemnitee in respect of indemnification or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee expenses with respect to any Proceeding for which Indemnitee has sought indemnificationjointly indemnifiable claim, exoneration or hold harmless rights from the Company Indemniteerelated entity making such payment shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company, and Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable Indemniteerelated entities effectively to bring suit to enforce such rights. The Company and the Indemnitee agree that each of the Third-Party Indemnitors Indemniteerelated entities shall be third-party thirdparty beneficiaries with respect to this Agreement Section 15(a) and entitled to enforce this Section 14 15(a) as though each such Third-Party Indemnitor Indemniteerelated entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arisearise as a result of the relationship between the Indemnitee-Related Entities and the Company and the service of Indemnitee as a director or officer of the Company at the request of the Indemnitee-Related Entities, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be for the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or and advancement of Expenses expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party IndemnitorsRelated Entities. Under no circumstance shall the Company or any Enterprise be entitled toto any right of subrogation or contribution by the Indemnitee-Related Entities, and the Company hereby irrevocably waives, relinquishes and releases, any claims against the Third-Party Indemnitors for subrogation, contribution or recovery of any kind and no right of advancement or recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors Related Entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to Indemnitee in respect of indemnification or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee expenses with respect to any Proceeding for which Indemnitee has sought indemnificationJointly Indemnifiable Claim, exoneration or hold harmless rights from the Company Indemnitee-Related Entity making such payment shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company, and Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. The Company and the Indemnitee agree that each Each of the ThirdIndemnitee-Party Indemnitors Related Entities shall be third-party beneficiaries with respect to this Agreement Section 14, entitled to enforce this Section 14 against the Company as though each such ThirdIndemnitee-Party Indemnitor Related Entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arisearise due to the relationship between the Indemnitee-Related Entities and the Company and the service of the Indemnitee as a director of the Company at the request of the Indemnitee-Related Entities, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be for the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or and advancement of Expenses expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party IndemnitorsRelated Entities. Under no circumstance shall the Company or any Enterprise be entitled to, and to any right of subrogation or contribution by the Company hereby irrevocably waives, relinquishes and releases, any claims against the ThirdIndemnitee-Party Indemnitors for subrogation, contribution or recovery of any kind Related Entities and no right of advancement or recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors Related Entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to the Indemnitee in respect of indemnification or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee expenses with respect to any Proceeding for which Indemnitee has sought indemnificationJointly Indemnifiable Claim, exoneration or hold harmless rights from the Company Indemnitee-Related Entity making such payment shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company , and the Indemnitee agree shall execute all papers reasonably required and shall do all things that each may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each of the ThirdIndemnitee-Party Indemnitors Related Entities shall be third-party beneficiaries with respect to this Agreement Paragraph 13, entitled to enforce this Section 14 Paragraph 13 against the Company as though each such ThirdIndemnitee-Party Indemnitor Related Entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arisearise due to the relationship between the Indemnitee-Related Entities and the Company and the service of the Indemnitee as a director and/or officer of the Company at the request of the Indemnitee-Related Entities, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be for the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or and advancement of Expenses expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party IndemnitorsRelated Entities. Under no circumstance shall the Company or any Enterprise be entitled to, and to any right of subrogation or contribution by the Company hereby irrevocably waives, relinquishes and releases, any claims against the ThirdIndemnitee-Party Indemnitors for subrogation, contribution or recovery of any kind Related Entities and no right of advancement or recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors Related Entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to the Indemnitee in respect of indemnification or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee expenses with respect to any Proceeding for which Indemnitee has sought indemnificationJointly Indemnifiable Claim, exoneration or hold harmless rights from the Company Indemnitee-Related Entity making such payment shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company , and the Indemnitee agree shall execute all papers reasonably required and shall do all things that each may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each of the ThirdIndemnitee-Party Indemnitors Related Entities shall be third-party beneficiaries with respect to this Agreement Paragraph 12, entitled to enforce this Section 14 Paragraph 12 against the Company as though each such ThirdIndemnitee-Party Indemnitor Related Entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arisearise due to the relationship between the Fund Entities and the Company and the service of the Indemnitee as a director and/or officer of the Company at the request of the Fund Entities, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be for the indemnitor of first resort with respect to, payment to or payment on behalf indemnification of the Indemnitee in respect of indemnification or advancement of Expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the Third-Party Indemnitors, and (ii) be required to advance the full amount Fund Entities or any of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party Indemnitorstheir respective Affiliates. Under no circumstance shall the Company be entitled to any right of contribution by the Fund Entities or any Enterprise be entitled to, and the Company hereby irrevocably waives, relinquishes and releases, any claims against the Third-Party Indemnitors for subrogation, contribution or recovery of any kind their Affiliates and no right of advancement or recovery the Indemnitee may have from the Third-Party Indemnitors Fund Entities or any of their respective Affiliates shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that a Fund Entity or any Enterprise. The Company further agrees that no of its respective Affiliates shall make any payment to the Indemnitee in respect of indemnification or advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee with respect to any Proceeding for which Indemnitee has sought indemnificationJointly Indemnifiable Claim, exoneration the Fund Entity or hold harmless rights from the Company Affiliate making such payment shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company, who shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable such Fund Entity effectively to bring suit to enforce such rights. The Company and the Indemnitee agree that each Each of the Third-Party Indemnitors Fund Entities and its respective Affiliates shall be third-party beneficiaries with respect to this Agreement Paragraph 13, entitled to enforce this Section 14 Paragraph 13 against the Company as though each such Third-Party Indemnitor Fund Entity or Affiliate were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arisearise due to the relationship between the Indemnitee-Related Entities and the Company and the service of Indemnitee as a director or officer of the Company at the request of the Indemnitee-Related Entities, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be for the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or and advancement of Expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party IndemnitorsRelated Entities. Under no circumstance shall the Company or any Enterprise be entitled to, and to any right of subrogation or contribution by the Company hereby irrevocably waives, relinquishes and releases, any claims against the ThirdIndemnitee-Party Indemnitors for subrogation, contribution or recovery of any kind Related Entities and no right of advancement or recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors Related Entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to Indemnitee in respect of indemnification or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee Expenses with respect to any Proceeding for which Indemnitee has sought indemnificationJointly Indemnifiable Claim, exoneration or hold harmless rights from the Company agrees that such payment or advancement shall not extinguish or affect in any way the foregoing rights of Indemnitee under this Agreement and further agrees that the ThirdIndemnitee-Party Indemnitor(s) Related Entity making such payment shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and the Indemnitee agree that each Each of the ThirdIndemnitee-Party Indemnitors Related Entities shall be third-party beneficiaries with respect to this Agreement Section 14, entitled to enforce this Section 14 against the Company as though each such ThirdIndemnitee-Party Indemnitor Related Entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain an Indemnified Person may be entitled to indemnification (a “Jointly Indemnifiable Claims may ariseClaim”) from both the Company, pursuant to this Agreement, and from any other Person, whether pursuant to applicable law, any indemnification agreement, the organizational documents of such Person or otherwise (the “Indemnitee-Related Entities”), the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be for the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee Indemnified Person in respect of indemnification or and advancement of Expenses expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee Indemnified Person may have from the ThirdIndemnitee-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party IndemnitorsRelated Entities. Under no circumstance shall the Company or any Enterprise be entitled to, and to any right of subrogation or contribution by the Company hereby irrevocably waives, relinquishes and releases, any claims against the ThirdIndemnitee-Party Indemnitors for subrogation, contribution or recovery of any kind Related Entities and no right of advancement or recovery the Indemnitee Indemnified Person may have from the Third257682996 v4 Indemnitee-Party Indemnitors Related Entities shall reduce or otherwise alter the rights of the Indemnitee Indemnified Person or the obligations of the Company hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to the Indemnified Person in respect of indemnification or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee expenses with respect to any Proceeding for which Indemnitee has sought indemnificationJointly Indemnifiable Claim, exoneration or hold harmless rights from the Company Indemnitee-Related Entity making such payment shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee the Indemnified Person against the Company. The Company , and the Indemnitee agree Indemnified Person shall execute all papers reasonably required and shall do all things that each may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each of the ThirdIndemnitee-Party Indemnitors Related Entities shall be third-party beneficiaries with respect to this Agreement Section 2.09(e), entitled to enforce this Section 14 2.09(e) against the Company as though each such ThirdIndemnitee-Party Indemnitor Related Entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arisearise due to the relationship between the Indemnitee-Related Entities and the Company and the service of Indemnitee as a director and/or officer of the Company at the request of the Indemnitee-Related Entities, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be for the indemnitor of first resort with respect to, payment to Indemnitee in respect of indemnification and advancement of expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery Indemnitee may have from the Indemnitee-Related Entities. Under no circumstance shall the Company be entitled to any right of subrogation or payment on behalf contribution by the Indemnitee-Related Entities and no right of recovery Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of Indemnitee or the obligations of the Company hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to Indemnitee in respect of indemnification or advancement of Expenses in connection with respect to any such Jointly Indemnifiable Claim, irrespective of any right of recovery the Indemnitee may have from the Third-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party Indemnitors. Under no circumstance shall the Company agrees that such payment or advancement shall not extinguish or affect in any Enterprise be entitled to, and the Company hereby irrevocably waives, relinquishes and releases, any claims against the Third-Party Indemnitors for subrogation, contribution or recovery of any kind and no right of advancement or recovery the Indemnitee may have from the Third-Party Indemnitors shall reduce or otherwise alter way the rights of the Indemnitee or the obligations of the Company or any Enterprise. The Company under this Agreement and further agrees that no advancement or the Indemnitee-Related Entity making such payment by any Third-Party Indemnitor on behalf of Indemnitee with respect to any Proceeding for which Indemnitee has sought indemnification, exoneration or hold harmless rights from the Company shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and the Indemnitee agree that each Each of the ThirdIndemnitee-Party Indemnitors Related Entities shall be third-party beneficiaries with respect to this Agreement Section 13, entitled to enforce this Section 14 13 against the Company as though each such ThirdIndemnitee-Party Indemnitor Related Entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arise, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or advancement of Expenses in connection with any such Jointly Indemnifiable Claim, irrespective of any right of recovery the Indemnitee may have from the Third-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party Indemnitors. Under no circumstance shall the Company or any Enterprise be entitled to, and the Company hereby irrevocably waives, relinquishes and releases, any claims against the Third-Party Indemnitors for subrogation, contribution or recovery of any kind and no right of advancement or recovery the Indemnitee may have from the Third-Party Indemnitors shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee with respect to any Proceeding for which Indemnitee has sought indemnification, exoneration or hold harmless rights from the Company shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and the Indemnitee agree that each of the Third-Party Indemnitors shall be third-party beneficiaries with Exhibit 10.68 respect to this Agreement entitled to enforce this Section 14 as though each such Third-Party Indemnitor were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims jointly indemnifiable claims may arisearise due to the service of Indemnitee as a director and/or officer of the Company at the request of Indemnitee-related entities (as defined below), the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be the indemnitor of first resort with respect to, payment for payments to or payment on behalf of the Indemnitee in respect of indemnification or advancement of Expenses expenses in connection with any such Jointly Indemnifiable Claimjointly indemnifiable claims pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party Indemnitorsrelated entities. Under no circumstance shall the Company or any Enterprise be entitled toto any right of subrogation or contribution by Indemnitee-related entities, and the Company hereby irrevocably waives, relinquishes and releases, any claims against the Third-Party Indemnitors for subrogation, contribution or recovery of any kind and no right of advancement or recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors related entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that any of Indemnitee-related entities shall make any payment to Indemnitee in respect of indemnification or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee expenses with respect to any Proceeding for which Indemnitee has sought indemnificationjointly indemnifiable claim, exoneration or hold harmless rights from the Company Indemnitee-related entity making such payment shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company, and Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable Indemnitee-related entities effectively to bring suit to enforce such rights. The Company and the Indemnitee agree that each of the ThirdIndemnitee-Party Indemnitors related entities shall be third-party beneficiaries with respect to this Agreement Section 15(a) and entitled to enforce this Section 14 15(a) as though each such ThirdIndemnitee-Party Indemnitor related entity were a party to this Agreement. For the avoidance of doubt, the provisions of Section 15, and any similar provisions in the Company’s certificate of incorporation or bylaws or any other agreement of the Indemnitee and the Company, Mercury Payment Systems, LLC or any of their subsidiaries, are not applicable to the indemnification obligations set forth in Article X of the Class A Unit Purchase Agreement, dated as of March 5, 2010, among Mercury Payment Systems, LLC, SL Quicksilver LLC and the other parties thereto, as amended, and any right to indemnification provided for thereunder shall be governed by the terms therein.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arise, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or advancement of Expenses in connection with any such Jointly Indemnifiable Claim, Exhibit 10.1 irrespective of any right of recovery the Indemnitee may have from the Third-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party Indemnitors. Under no circumstance shall the Company or any Enterprise be entitled to, and the Company hereby irrevocably waives, relinquishes and releases, any claims against the Third-Party Indemnitors for subrogation, contribution or recovery of any kind and no right of advancement or recovery the Indemnitee may have from the Third-Party Indemnitors shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee with respect to any Proceeding for which Indemnitee has sought indemnification, exoneration or hold harmless rights from the Company shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and the Indemnitee agree that each of the Third-Party Indemnitors shall be third-party beneficiaries with respect to this Agreement entitled to enforce this Section 14 as though each such Third-Party Indemnitor were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims jointly indemnifiable claims may arisearise due to the service of Indemnitee as a director and/or officer of the Company at the request of Indemnitee‑related entities (as defined below), the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be the indemnitor of first resort with respect to, payment for payments to or payment on behalf of the Indemnitee in respect of indemnification or advancement of Expenses expenses in connection with any such Jointly Indemnifiable Claimjointly indemnifiable claims pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the Third-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party IndemnitorsIndemnitee‑related entities. Under no circumstance shall the Company or any Enterprise be entitled toto any right of subrogation or contribution by Indemnitee‑related entities, and the Company hereby irrevocably waives, relinquishes and releases, any claims against the Third-Party Indemnitors for subrogation, contribution or recovery of any kind and no right of advancement or recovery the Indemnitee may have from the Third-Party Indemnitors Indemnitee‑related entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that any of Indemnitee‑related entities shall make any payment to Indemnitee in respect of indemnification or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee expenses with respect to any Proceeding for which Indemnitee has sought indemnificationjointly indemnifiable claim, exoneration or hold harmless rights from the Company Indemnitee‑related entity making such payment shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company, and Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable Indemnitee‑related entities effectively to bring suit to enforce such rights. The Company and the Indemnitee agree that each of the Third-Party Indemnitors Indemnitee‑related entities shall be third-party third‑party beneficiaries with respect to this Agreement Section 15(a) and entitled to enforce this Section 14 15(a) as though each such Third-Party Indemnitor Indemnitee‑related entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arisearise as a result of the relationship between the Indemnitee-Related Entities and the Company and the service of Indemnitee as a special committee member, director or officer of the Company at the request of the Indemnitee-Related Entities, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be for the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or and advancement of Expenses expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party IndemnitorsRelated Entities. Under no circumstance shall the Company or any Enterprise be entitled to, and the Company hereby irrevocably waives, relinquishes and releases, any claims against the Third-Party Indemnitors for subrogation, contribution or recovery of any kind and no No right of advancement or recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors Related Entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to Indemnitee in respect of indemnification or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee expenses with respect to any Proceeding for which Indemnitee has sought indemnificationJointly Indemnifiable Claim, exoneration or hold harmless rights from the Company Indemnitee-Related Entity making such payment shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company, and Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. The Company and the Indemnitee agree that each Each of the ThirdIndemnitee-Party Indemnitors Related Entities shall be third-party beneficiaries with respect to this Agreement Section 14, entitled to enforce this Section 14 against the Company as though each such ThirdIndemnitee-Party Indemnitor Related Entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arise, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or advancement of Expenses in connection with any such Jointly Indemnifiable Claim, irrespective of any right of recovery the Indemnitee may have from the Third-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party Indemnitors. Under no circumstance shall the Company or any Enterprise be entitled to, and the Company hereby irrevocably waives, relinquishes and releases, any claims against the Third-Party Indemnitors for subrogation, contribution or recovery of any kind and no right of advancement or recovery the Indemnitee may have from the Third-Party Indemnitors shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee with respect to any Proceeding for which Indemnitee has sought indemnification, exoneration or hold harmless rights from the Company shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and the Indemnitee agree that each of the Third-Party Indemnitors shall be third-party beneficiaries with Exhibit 10.85 respect to this Agreement entitled to enforce this Section 14 as though each such Third-Party Indemnitor were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arisearise due to the relationship between the Indemnitee-Related Entities and the Company and the service of Indemnitee as a director and/or officer of the Company at the request of the Indemnitee-Related Entities, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be for the indemnitor of first resort with respect to, payment to Indemnitee in respect of indemnification and advancement of expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery Indemnitee may have from the Indemnitee-Related Entities. Under no circumstance shall the Company be entitled to any right of subrogation or payment on behalf contribution by the Indemnitee-Related Entities and no right of recovery Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of Indemnitee or the obligations of the Company hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to Indemnitee in respect of indemnification or advancement of Expenses in connection with respect to any such Jointly Indemnifiable Claim, irrespective of any right of recovery the Indemnitee may have from the Third-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party Indemnitors. Under no circumstance shall the Company agrees that such payment or advancement shall not extinguish or affect in any Enterprise be entitled to, and the Company hereby irrevocably waives, relinquishes and releases, any claims against the Third-Party Indemnitors for subrogation, contribution or recovery of any kind and no right of advancement or recovery the Indemnitee may have from the Third-Party Indemnitors shall reduce or otherwise alter way the rights of the Indemnitee or the obligations of the Company or any Enterprise. The Company under this Agreement and further agrees that no advancement or the Indemnitee-Related Entity making such payment by any Third-Party Indemnitor on behalf of Indemnitee with respect to any Proceeding for which Indemnitee has sought indemnification, exoneration or hold harmless rights from the Company shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and the Indemnitee agree that each Each of the ThirdIndemnitee-Party Indemnitors Related Entities shall be third-party beneficiaries with respect to this Agreement Section 14, entitled to enforce this Section 14 against the Company as though each such ThirdIndemnitee-Party Indemnitor Related Entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain an indemnified person may be entitled to indemnification (a “Jointly Indemnifiable Claims may ariseClaim”) from both the Company, pursuant to this Agreement, and from any other Person, whether pursuant to applicable law, any indemnification agreement, the organizational documents of such Person or otherwise (the “Indemnitee-Related Entities”), the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be for the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee indemnified person in respect of indemnification or and advancement of Expenses expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee indemnified person may have from the ThirdIndemnitee-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party IndemnitorsRelated Entities. Under no circumstance shall the Company or any Enterprise be entitled to, and to any right of subrogation or contribution by the Company hereby irrevocably waives, relinquishes and releases, any claims against the ThirdIndemnitee-Party Indemnitors for subrogation, contribution or recovery of any kind Related Entities and no right of advancement or recovery the Indemnitee such indemnified person may have from the ThirdIndemnitee-Party Indemnitors Related Entities shall reduce or otherwise alter the rights of the Indemnitee indemnified person or the obligations of the Company hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to the indemnified person in respect of indemnification or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee expenses with respect to any Proceeding for which Indemnitee has sought indemnificationJointly Indemnifiable Claim, exoneration or hold harmless rights from the Company Indemnitee-Related Entity making such payment shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee the indemnified person against the Company. The Company , and the Indemnitee agree indemnified person shall execute all papers reasonably required and shall do all things that each may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each of the ThirdIndemnitee-Party Indemnitors Related Entities shall be third-party beneficiaries with respect to this Agreement Section 5.3, entitled to enforce this Section 14 5.3 against the Company as though each such ThirdIndemnitee-Party Indemnitor Related Entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arisearise due to the relationships between an Indemnitee-Related Entity and the Company and the service of Indemnitee as a director and/or officer of the Company at the request of that Indemnitee-Related Entity, the Company acknowledges and agrees Indemnitee acknowledge and agree that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully for events, occurrences, actions or inactions of Indemnitee that constitute Jointly Indemnifiable Claims and primarily responsible foroccurred prior to the Effective Date, and the Company shall be the indemnitor of first resort and shall be fully and primarily responsible for the payment to Indemnitee in respect of indemnification and advancement of expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery Indemnitee may have from the Indemnitee-Related Entity (“Covered Jointly Indemnifiable Claims”) and (ii) for events, occurrences, actions or inactions of Indemnitee that constitute Jointly Indemnifiable Claims and occurred after the Effective Date, the Company shall have no indemnification obligation hereunder (“Excluded Jointly Indemnifiable Claims”). With respect to Covered Jointly Indemnifiable Claims, under no circumstance shall the Company be entitled to any right of subrogation or contribution by the Indemnitee-Related Entity, and no right of recovery Indemnitee may have from the Indemnitee-Related Entity with respect to, to Covered Jointly Indemnifiable Claims shall reduce or otherwise alter the rights of Indemnitee or the obligations of the Company hereunder. In the event that any Indemnitee-Related Entity shall make any payment to or payment on behalf of the Indemnitee in respect of indemnification or advancement of Expenses in connection with respect to any such Covered Jointly Indemnifiable Claim, irrespective of any right of recovery the Indemnitee may have from the Third-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party Indemnitors. Under no circumstance shall the Company agrees that such payment or advancement shall not extinguish or affect in any Enterprise be entitled to, and the Company hereby irrevocably waives, relinquishes and releases, any claims against the Third-Party Indemnitors for subrogation, contribution or recovery of any kind and no right of advancement or recovery the Indemnitee may have from the Third-Party Indemnitors shall reduce or otherwise alter way the rights of the Indemnitee or the obligations of the Company or any Enterprise. The Company under this Agreement and further agrees that no advancement or the Indemnitee-Related Entity making such payment by any Third-Party Indemnitor on behalf of Indemnitee with respect to any Proceeding for which Indemnitee has sought indemnification, exoneration or hold harmless rights from the Company shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and the Indemnitee agree that each of the ThirdEvery Indemnitee-Party Indemnitors Related Entity shall be a third-party beneficiaries beneficiary with respect to Covered Jointly Indemnifiable Claims under this Agreement Section 13, entitled to enforce this Section 14 13 against the Company as though each such ThirdIndemnitee-Party Indemnitor Related Entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arisearise due to the relationship between the Indemnitee-Related Entities and the Bank and the service of the Indemnitee as a director and/or officer of the Bank at the request of the Indemnitee-Related Entities, the Company Bank acknowledges and agrees that the Company shall, and to the extent applicable Bank shall cause any Enterprise to (i) be fully and primarily responsible for, and be for the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or and advancement of Indemnifiable Expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party IndemnitorsRelated Entities. Under no circumstance shall the Company or any Enterprise Bank be entitled to, and to any right of subrogation or contribution by the Company hereby irrevocably waives, relinquishes and releases, any claims against the ThirdIndemnitee-Party Indemnitors for subrogation, contribution or recovery of any kind Related Entities and no right of advancement or recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors Related Entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company Bank hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to the Indemnitee in respect of indemnification or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee expenses with respect to any Proceeding for which Indemnitee has sought indemnificationJointly Indemnifiable Claim, exoneration or hold harmless rights from the Company Indemnitee-Related Entity making such payment shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company Bank under the terms of this Agreement, and the Indemnitee agree shall execute all papers reasonably required and shall do all things that each may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each of the ThirdIndemnitee-Party Indemnitors Related Entities shall be third-party beneficiaries with respect to this Agreement Section 12, entitled to enforce this Section 14 12 against the Bank as though each such ThirdIndemnitee-Party Indemnitor Related Entity were a party to this Agreement.. A/75608141.1

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arisearise out of, relate to, or result from Indemnitee’s status as both a director or officer of the Company and as a director, officer, employee, manager, member, partner, tax matters partner, partnership representative, trustee, agent, fiduciary, or similar capacity of one or more Other Indemnifying Entities, or Indemnitee’s service in such capacities, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be the as indemnitor of first resort with respect to, for the payment to or payment on behalf of the Indemnitee in respect of indemnification or all Indemnifiable Amounts and advancement of Expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the Third-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party Indemnitorssuch Other Indemnifying Entities. Under no circumstance shall the Company or any Enterprise be entitled toto any right of subrogation against, and the Company hereby irrevocably waivesor contribution by, relinquishes and releasessuch Other Indemnifying Entities, any claims against the Third-Party Indemnitors for subrogation, contribution or recovery of any kind and no right of advancement or recovery the Indemnitee may have from the Third-Party Indemnitors such Other Indemnifying Entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that any of the Other Indemnifying Entities shall make any payment to Indemnitee in respect of any Indemnifiable Amounts or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee Expenses with respect to any Proceeding for which Indemnitee has sought indemnificationJointly Indemnifiable Claim, exoneration or hold harmless rights from the Company Other Indemnifying Entity making such payment shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company , and the Indemnitee agree that shall execute all documents and take all other actions reasonably requested to secure such rights and to enable each of the Third-Party Indemnitors Other Indemnifying Entities effectively to bring suit to enforce such rights. Each of the Other Indemnifying Entities shall be third-party beneficiaries with respect to this Agreement Section 15, entitled to enforce this Section 14 15 against the Company as though each such Third-Party Indemnitor Other Indemnifying Entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arisearise out of, relate to, or result from Indemnitee’s status as both a director or officer of the Company and as a director, officer, employee, manager, member, partner, tax matters partner, partnership representative, trustee, agent, fiduciary, or similar capacity of one or more Other Indemnifying Entities, or Indemnitee’s service in such capacities, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be for the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or all Indemnifiable Amounts and advancement of Expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the Third-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party Indemnitorssuch Other Indemnifying Entities. Under no circumstance shall the Company or any Enterprise be entitled toto any right of subrogation against, and the Company hereby irrevocably waivesor contribution by, relinquishes and releasessuch Other Indemnifying Entities, any claims against the Third-Party Indemnitors for subrogation, contribution or recovery of any kind and no right of advancement or recovery the Indemnitee may have from the Third-Party Indemnitors such Other Indemnifying Entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that any of the Other Indemnifying Entities shall make any payment to Indemnitee in respect of any Indemnifiable Amounts or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee Expenses with respect to any Proceeding for which Indemnitee has sought indemnificationJointly Indemnifiable Claim, exoneration or hold harmless rights from the Company Other Indemnifying Entity making such payment shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company , and the Indemnitee agree that shall execute all documents and take all other actions reasonably requested to secure such rights and to enable each of the Third-Party Indemnitors Other Indemnifying Entities effectively to bring suit to enforce such rights. Each of the Other Indemnifying Entities shall be third-party beneficiaries with respect to this Agreement Section 14, entitled to enforce this Section 14 against the Company as though each such Third-Party Indemnitor Other Indemnifying Entity were a party to this Agreement.Agreement.]1

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arisearise as a result of the relationship between the Fund Entities and the Company and the service of the Indemnitee as a director and/or officer of the Company at the request of the Fund Entities, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be is the indemnitor of first resort with respect toresort, payment that the Company shall be fully responsible for all Expense Advances and the indemnification of all Expenses and Loss owed to or payment on behalf of the Indemnitee in respect of indemnification or advancement of Expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the Third-Party Indemnitors, and (ii) be required to advance the full amount Fund Entities or any of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party Indemnitorstheir respective Affiliates. Under no circumstance shall the Company be entitled to any right of contribution by the Fund Entities or any Enterprise be entitled to, and the Company hereby irrevocably waives, relinquishes and releases, any claims against the Third-Party Indemnitors for subrogation, contribution or recovery of any kind their Affiliates and no right of advancement or recovery the Indemnitee may have from the Third-Party Indemnitors Fund Entities, or any of their respective Affiliates, shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that any of the Fund Entities, or any Enterprise. The Company further agrees that no of their respective Affiliates, shall make any payment to the Indemnitee in respect of indemnification or advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee with respect to any Proceeding for which Indemnitee has sought indemnificationJointly Indemnifiable Claim, exoneration then: (a) the Fund Entity or hold harmless rights from the Company Affiliate making such payment shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company , and the Indemnitee agree shall execute all papers reasonably required and shall do all things that each may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Third-Party Indemnitors shall be third-party beneficiaries with respect Fund Entities effectively to this Agreement entitled bring suit to enforce this Section 14 as though each such Third-Party Indemnitor were a party rights; and (b) the Company shall fully indemnify and hold harmless the Fund Entities for all such payment(s) to this Agreementthe Indemnitee.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims jointly indemnifiable claims may arisearise due to the service of Indemnitee as a director and/or officer of the Company at the request of Indemnitee‑related entities (as defined below), the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be the indemnitor of first resort with respect to, payment for payments to or payment on behalf of the Indemnitee in respect of indemnification or advancement of Expenses expenses in connection with any such Jointly Indemnifiable Claimjointly indemnifiable claims pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the Third-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party IndemnitorsIndemnitee‑related entities. Under no circumstance shall the Company or any Enterprise be entitled toto any right of subrogation or contribution by Indemnitee‑related entities, and the Company hereby irrevocably waives, relinquishes and releases, any claims against the Third-Party Indemnitors for subrogation, contribution or recovery of any kind and no right of advancement or recovery the Indemnitee may have from the Third-Party Indemnitors Indemnitee‑related entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that any of Indemnitee‑related entities shall make any payment to Indemnitee in respect of indemnification or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee expenses with respect to any Proceeding for which Indemnitee has sought indemnificationjointly indemnifiable claim, exoneration or hold harmless rights from the Company Indemnitee‑related entities making such payment shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company, and Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable Indemnitee‑related entities effectively to bring suit to enforce such rights. The Company and the Indemnitee agree that each of the Third-Party Indemnitors Indemnitee‑related entities shall be third-party beneficiaries a third‑party beneficiary with respect to this Agreement Section 16(a) and entitled to enforce this Section 14 16(a) as though each such Third-Party Indemnitor Indemnitee‑related entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arisearise as a result of the relationship between the Indemnitee-Related Entities and the Company and the service of Indemnitee as a director or officer of the Company at the request of the Indemnitee-Related Entities, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be for the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or and advancement of Expenses expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party IndemnitorsRelated Entities. Under no circumstance shall the Company or any Enterprise be entitled toto any right of subrogation or contribution by the Indemnitee-Related Entities, and the Company hereby irrevocably waives, relinquishes and releases, any claims against the Third-Party Indemnitors for subrogation, contribution or recovery of any kind and no right of advancement or recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors Related Entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to Indemnitee in respect of indemnification or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee expenses with respect to any Proceeding for which Indemnitee has sought indemnificationJointly Indemnifiable Claim, exoneration or hold harmless rights from the Company Indemnitee-Related Entity making such payment shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company, and Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. The Company and the Indemnitee agree that each Each of the ThirdIndemnitee-Party Indemnitors Related Entities shall be third-party beneficiaries with respect to this Agreement Section 15, entitled to enforce this Section 14 15 against the Company as though each such ThirdIndemnitee-Party Indemnitor Related Entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims jointly indemnifiable claims may arisearise due to the service of Indemnitee as a director and/or officer of the Company at the request of Indemnitee-related entities (as defined below), the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be the indemnitor of first resort with respect to, payment for payments to or payment on behalf of the Indemnitee in respect of indemnification or advancement of Expenses expenses in connection with any such Jointly Indemnifiable Claimjointly indemnifiable claims pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party Indemnitorsrelated entities. Under no circumstance shall the Company or any Enterprise be entitled toto any right of subrogation or contribution by Indemnitee-related entities, and the Company hereby irrevocably waives, relinquishes and releases, any claims against the Third-Party Indemnitors for subrogation, contribution or recovery of any kind and no right of advancement or recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors related entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that any of Indemnitee-related entities shall make any payment to Indemnitee in respect of indemnification or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee expenses with respect to any Proceeding for which Indemnitee has sought indemnificationjointly indemnifiable claim, exoneration or hold harmless rights from the Company Indemnitee-related entity making such payment shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company, and Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable Indemnitee-related entities effectively to bring suit to enforce such rights. The Company and the Indemnitee agree that each of the ThirdIndemnitee-Party Indemnitors related entities shall be third-party beneficiaries with respect to this Agreement Section 8.04 and entitled to enforce this Section 14 8.04 as though each such ThirdIndemnitee-Party Indemnitor related entity were a party to this Agreement.. For purposes of this Section 8.04, the following terms shall have the following meanings:

Jointly Indemnifiable Claims. (a) Given that certain an Indemnified Person may be entitled to indemnification (a “Jointly Indemnifiable Claims may ariseClaim”) from both the Company, pursuant to this Agreement, and from any other Person, whether pursuant to applicable law, any indemnification agreement, the organizational documents of such Person or otherwise (the “Indemnitee-Related Entities”), the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be for the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee Indemnified Person in respect of indemnification or and advancement of Expenses expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee Indemnified Person may have from the ThirdIndemnitee-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party IndemnitorsRelated Entities. Under no circumstance shall the Company or any Enterprise be entitled to, and to any right of subrogation or contribution by the Company hereby irrevocably waives, relinquishes and releases, any claims against the ThirdIndemnitee-Party Indemnitors for subrogation, contribution or recovery of any kind Related Entities and no right of advancement or recovery the Indemnitee Indemnified Person may have from the ThirdIndemnitee-Party Indemnitors Related Entities shall reduce or otherwise alter the rights of the Indemnitee Indemnified Person or the obligations of the Company hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to the Indemnified Person in respect of indemnification or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee expenses with respect to any Proceeding for which Indemnitee has sought indemnificationJointly Indemnifiable Claim, exoneration or hold harmless rights from the Company Indemnitee-Related Entity making such payment shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee the Indemnified Person against the Company. The Company , and the Indemnitee agree Indemnified Person shall execute all papers reasonably required and shall do all things that each may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each of the ThirdIndemnitee-Party Indemnitors Related Entities shall be third-party beneficiaries with respect to this Agreement Section 2.09(e), entitled to enforce this Section 14 2.09(e) against the Company as though each such ThirdIndemnitee-Party Indemnitor Related Entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arisearise due to the relationships between an Indemnitee-Related Entity and the Company and the service of Indemnitee as a director and/or officer of the Company at the request of that Indemnitee-Related Entity, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible forfor the payment to Indemnitee in respect of indemnification and advancement of expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery Indemnitee may have from the Indemnitee-Related Entity. Under no circumstance shall the Company be entitled to any right of subrogation or contribution by the Indemnitee-Related Entity, and be no right of recovery Indemnitee may have from the indemnitor Indemnitee-Related Entity shall reduce or otherwise alter the rights of first resort with respect to, Indemnitee or the obligations of the Company hereunder. In the event that any Indemnitee-Related Entity shall make any payment to or payment on behalf of the Indemnitee in respect of indemnification or advancement of Expenses in connection with respect to any such Jointly Indemnifiable Claim, irrespective of any right of recovery the Indemnitee may have from the Third-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party Indemnitors. Under no circumstance shall the Company agrees that such payment or advancement shall not extinguish or affect in any Enterprise be entitled to, and the Company hereby irrevocably waives, relinquishes and releases, any claims against the Third-Party Indemnitors for subrogation, contribution or recovery of any kind and no right of advancement or recovery the Indemnitee may have from the Third-Party Indemnitors shall reduce or otherwise alter way the rights of the Indemnitee or the obligations of the Company or any Enterprise. The Company under this Agreement and further agrees that no advancement or the Indemnitee-Related Entity making such payment by any Third-Party Indemnitor on behalf of Indemnitee with respect to any Proceeding for which Indemnitee has sought indemnification, exoneration or hold harmless rights from the Company shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and the Indemnitee agree that each of the ThirdEvery Indemnitee-Party Indemnitors Related Entity shall be a third-party beneficiaries beneficiary with respect to this Agreement Section 14, entitled to enforce this Section 14 against the Company as though each such ThirdIndemnitee-Party Indemnitor Related Entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arise, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible Exhibit 10.92 for, and be the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or advancement of Expenses in connection with any such Jointly Indemnifiable Claim, irrespective of any right of recovery the Indemnitee may have from the Third-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party Indemnitors. Under no circumstance shall the Company or any Enterprise be entitled to, and the Company hereby irrevocably waives, relinquishes and releases, any claims against the Third-Party Indemnitors for subrogation, contribution or recovery of any kind and no right of advancement or recovery the Indemnitee may have from the Third-Party Indemnitors shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee with respect to any Proceeding for which Indemnitee has sought indemnification, exoneration or hold harmless rights from the Company shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and the Indemnitee agree that each of the Third-Party Indemnitors shall be third-party beneficiaries with respect to this Agreement entitled to enforce this Section 14 as though each such Third-Party Indemnitor were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arisearise due to the relationship between the Fund Entities and the Company and the service of the Indemnitee as a director and/or officer of the Company at the request of the Fund Entities, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be for the indemnitor of first resort with respect to, payment to or payment on behalf indemnification of the Indemnitee in respect of indemnification or advancement of Expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the Third-Party Indemnitors, and (ii) be required to advance the full amount Fund Entities or any of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party Indemnitorstheir respective Affiliates. Under no circumstance shall the Company be entitled to any right of contribution by the Fund Entities or any Enterprise be entitled to, and the Company hereby irrevocably waives, relinquishes and releases, any claims against the Third-Party Indemnitors for subrogation, contribution or recovery of any kind their Affiliates and no right of advancement or recovery the Indemnitee may have from the Third-Party Indemnitors Fund Entities or any of their respective Affiliates shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that either of the Fund Entities or any Enterprise. The Company further agrees that no of their respective Affiliates shall make any payment to the Indemnitee in respect of indemnification or advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee with respect to any Proceeding for which Indemnitee has sought indemnificationJointly Indemnifiable Claim, exoneration the Fund Entity or hold harmless rights from the Company Affiliate making such payment shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company, who shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Fund Entities effectively to bring suit to enforce such rights. The Company and the Indemnitee agree that each Each of the Third-Party Indemnitors Fund Entities and its respective Affiliates shall be third-party beneficiaries with respect to this Agreement Paragraph 13, entitled to enforce this Section 14 Paragraph 13 against the Company as though each such Third-Party Indemnitor Fund Entity or Affiliate were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arisearise as a result of the relationship between the Indemnitee-Related Entities and the Company and the service of Indemnitee as a director and/or officer of the Company at the request of the Indemnitee-Related Entities, the Company acknowledges and agrees that the Company shallCompany, and to as the extent applicable primary indemnitor hereunder, shall cause any Enterprise to (i) be fully and primarily responsible for, and be for the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or and advancement of Expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms hereof irrespective of any right of recovery the Indemnitee may have from the ThirdIndemnitee-Party IndemnitorsRelated Entities or any other Person, and (ii) be required to advance the full amount any such right of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the recovery Indemnitee may have against from the ThirdIndemnitee-Party IndemnitorsRelated Entities or any other Person shall be secondary. Under no circumstance shall the Company or any Enterprise be entitled toto any right of subrogation or contribution by the Indemnitee-Related Entities, and the Company hereby irrevocably waives, relinquishes and releases, any claims against the Third-Party Indemnitors for subrogation, contribution or recovery of any kind and no right of advancement or recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors Related Entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to Indemnitee in respect of indemnification or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee Expenses with respect to any Proceeding for which Indemnitee has sought indemnificationJointly Indemnifiable Claim, exoneration or hold harmless rights from the Company Indemnitee-Related Entity making such payment shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company, and Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. The Company and the Indemnitee agree that each Each of the ThirdIndemnitee-Party Indemnitors Related Entities shall be third-party beneficiaries with respect to this Agreement Section 14, entitled to enforce this Section 14 against the Company as though each such ThirdIndemnitee-Party Indemnitor Related Entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arisearise due to the relationship between the Indemnitee-Related Entities and the Company and the service of Indemnitee to the Company at the request of the Indemnitee-Related Entities, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be for the indemnitor of first resort with respect to, payment to Indemnitee in respect of indemnification and advancement of expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery Indemnitee may have from the Indemnitee-Related Entities. Under no circumstance shall the Company be entitled to any right of subrogation or payment on behalf contribution by the Indemnitee-Related Entities and no right of recovery Indemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of Indemnitee or the obligations of the Company hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to Indemnitee in respect of indemnification or advancement of Expenses in connection with respect to any such Jointly Indemnifiable Claim, irrespective of any right of recovery the Indemnitee may have from the Third-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party Indemnitors. Under no circumstance shall the Company agrees that such payment or advancement shall not extinguish or affect in any Enterprise be entitled to, and the Company hereby irrevocably waives, relinquishes and releases, any claims against the Third-Party Indemnitors for subrogation, contribution or recovery of any kind and no right of advancement or recovery the Indemnitee may have from the Third-Party Indemnitors shall reduce or otherwise alter way the rights of the Indemnitee or the obligations of the Company or any Enterprise. The Company under this Agreement and further agrees that no advancement or the Indemnitee-Related Entity making such payment by any Third-Party Indemnitor on behalf of Indemnitee with respect to any Proceeding for which Indemnitee has sought indemnification, exoneration or hold harmless rights from the Company shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and the Indemnitee agree that each Each of the ThirdIndemnitee-Party Indemnitors Related Entities shall be third-party beneficiaries with respect to this Agreement Section 13, entitled to enforce this Section 14 13 against the Company as though each such ThirdIndemnitee-Party Indemnitor Related Entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims jointly indemnifiable claims may arisearise due to the service of Indemnitee as a director and/or officer of the Company at the request of the Indemnitee-related entities, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be for the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or advancement of Expenses expenses in connection with any such Jointly Indemnifiable Claimjointly indemnifiable claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party Indemnitorsrelated entities. Under no circumstance shall the Company or any Enterprise be entitled to, and to any right of subrogation against or contribution by the Company hereby irrevocably waives, relinquishes and releases, any claims against the ThirdIndemnitee-Party Indemnitors for subrogation, contribution or recovery of any kind related entities and no right of advancement advancement, indemnification or recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors related entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that any of the Indemnitee-related entities shall make any payment to Indemnitee in respect of indemnification or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee expenses with respect to any Proceeding for which Indemnitee has sought indemnificationjointly indemnifiable claim, exoneration or hold harmless rights from the Company Indemnitee-related entity making such payment shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company, and Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-related entities effectively to bring suit to enforce such rights. The Company and the Indemnitee agree that each of the ThirdIndemnitee-Party Indemnitors related entities shall be third-party beneficiaries with respect to this Agreement Section 8(a), entitled to enforce this Section 14 8(a) as though each such ThirdIndemnitee-Party Indemnitor related entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims jointly indemnifiable claims may arisearise due to the service of the Indemnitee as a director and/or officer of the Company at the request of the Indemnitee-related entities, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be for the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or advancement of Expenses expenses in connection with any such Jointly Indemnifiable Claimjointly indemnifiable claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party Indemnitorsrelated entities. Under no circumstance shall the Company or any Enterprise be entitled to, and to any right of subrogation or contribution by the Company hereby irrevocably waives, relinquishes and releases, any claims against the ThirdIndemnitee-Party Indemnitors for subrogation, contribution or recovery of any kind related entities and no right of advancement or recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors related entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that any of the Indemnitee-related entities shall make any payment to the Indemnitee in respect of indemnification or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee expenses with respect to any Proceeding for which Indemnitee has sought indemnificationjointly indemnifiable claim, exoneration or hold harmless rights from the Company Indemnitee-related entity making such payment shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company, and Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-related entities effectively to bring suit to enforce such rights. The Company and the Indemnitee agree that each of the ThirdIndemnitee-Party Indemnitors related entities shall be third-party beneficiaries with respect to this Agreement Section 2(c), entitled to enforce this Section 14 2(c) as though each such ThirdIndemnitee-Party Indemnitor related entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arise, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible Exhibit 10.102 for, and be the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or advancement of Expenses in connection with any such Jointly Indemnifiable Claim, irrespective of any right of recovery the Indemnitee may have from the Third-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party Indemnitors. Under no circumstance shall the Company or any Enterprise be entitled to, and the Company hereby irrevocably waives, relinquishes and releases, any claims against the Third-Party Indemnitors for subrogation, contribution or recovery of any kind and no right of advancement or recovery the Indemnitee may have from the Third-Party Indemnitors shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee with respect to any Proceeding for which Indemnitee has sought indemnification, exoneration or hold harmless rights from the Company shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and the Indemnitee agree that each of the Third-Party Indemnitors shall be third-party beneficiaries with respect to this Agreement entitled to enforce this Section 14 as though each such Third-Party Indemnitor were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arisearise due to the relationship between the Indemnitee-Related Entities and the Company and the service of the Indemnitee as a director and/or officer of the Company at the request of the Indemnitee-Related Entities, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be for the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or and advancement of Expenses expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party IndemnitorsRelated Entities. Under no circumstance shall the Company or any Enterprise be entitled to, and to any right of subrogation or contribution by the Company hereby irrevocably waives, relinquishes and releases, any claims against the ThirdIndemnitee-Party Indemnitors for subrogation, contribution or recovery of any kind Related Entities and no right of advancement or recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors Related Entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to the Indemnitee in respect of indemnification or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee expenses with respect to any Proceeding for which Indemnitee has sought indemnificationJointly Indemnifiable Claim, exoneration or hold harmless rights from the Company Indemnitee-Related Entity making such payment shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company , and the Indemnitee agree shall execute all papers reasonably required and shall do all things that each may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each of the Third-Party Indemnitors Indemnitee Related Entities shall be third-party beneficiaries with respect to this Agreement Paragraph 13, entitled to enforce this Section 14 Paragraph 13 against the Company as though each such ThirdIndemnitee-Party Indemnitor Related Entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arise, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or advancement of Expenses in connection with any such Jointly Indemnifiable Claim, irrespective of any right of recovery the Indemnitee may have from the Third-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party Indemnitors. Under no circumstance shall the Company or any Enterprise be entitled to, and the Company hereby irrevocably waives, relinquishes and releases, any claims against the Third-Party Indemnitors for subrogation, contribution or recovery of any kind and no right of advancement or recovery the Indemnitee may have from the Third-Party Indemnitors shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee with respect to any Proceeding for which Indemnitee has sought indemnification, exoneration or hold harmless rights from the Company shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and the Indemnitee agree that each of the Third-Party Indemnitors shall be third-party beneficiaries with Exhibit 10.69 respect to this Agreement entitled to enforce this Section 14 as though each such Third-Party Indemnitor were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims jointly indemnifiable claims may arisearise due to the service of Indemnitee as a director and/or officer of the Company at the request of Indemnitee-related entities (as defined below), the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be the indemnitor of first resort with respect to, payment for payments to or payment on behalf of the Indemnitee in respect of indemnification or advancement of Expenses expenses in connection with any such Jointly Indemnifiable Claimjointly indemnifiable claims pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party Indemnitorsrelated entities. Under no circumstance shall the Company or any Enterprise be entitled toto any right of subrogation or contribution by Indemnitee-related entities, and the Company hereby irrevocably waives, relinquishes and releases, any claims against the Third-Party Indemnitors for subrogation, contribution or recovery of any kind and no right of advancement or recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors related entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that any Indemnitee-related entity shall make any payment to Indemnitee in respect of indemnification or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee expenses with respect to any Proceeding for which Indemnitee has sought indemnificationjointly indemnifiable claim, exoneration or hold harmless rights from the Company Indemnitee-related entity making such payment shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company, and Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable Indemnitee-related entities effectively to bring suit to enforce such rights. The Company and the Indemnitee agree that each of the ThirdIndemnitee-Party Indemnitors related entity shall be a third-party beneficiaries beneficiary with respect to this Agreement Section 15(a) and entitled to enforce this Section 14 15(a) as though each such ThirdIndemnitee-Party Indemnitor related entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims may arisearise due to the relationship between the Indemnitee-Related Entities and the Company and the service of the Indemnitee as a director and/or officer of the Company at the request of the Indemnitee-Related Entities, the Company acknowledges and agrees that the Company shall, and to the extent applicable shall cause any Enterprise to (i) be fully and primarily responsible for, and be for the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or and advancement of Expenses expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party IndemnitorsRelated Entities. Under no circumstance shall the Company or any Enterprise be entitled to, and to any right of subrogation or contribution by the Company hereby irrevocably waives, relinquishes and releases, any claims against the ThirdIndemnitee-Party Indemnitors for subrogation, contribution or recovery of any kind Related Entities and no right of advancement or recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors Related Entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to the Indemnitee in respect of indemnification or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee Expenses with respect to any Proceeding for which Indemnitee has sought indemnificationJointly Indemnifiable Claim, exoneration or hold harmless rights from the Company agrees that such payment or advancement shall not extinguish or affect in any way the foregoing rights of the Indemnitee under this Agreement and further agrees that the ThirdIndemnitee-Party Indemnitor(s) Related Entity making such payment shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that each Each of the ThirdIndemnitee-Party Indemnitors Related Entities shall be third-party beneficiaries with respect to this Agreement Section 15, entitled to enforce this Section 14 15 against the Company as though each such ThirdIndemnitee-Party Indemnitor Related Entity were a party to this Agreement.

Jointly Indemnifiable Claims. (a) Given that certain Jointly Indemnifiable Claims jointly indemnifiable claims may arisearise due to the service of the Indemnitee as a director and/or officer of the Corporation at the request of the Indemnitee-related entities, the Company Corporation acknowledges and agrees that the Company shall, and to the extent applicable Corporation shall cause any Enterprise to (i) be fully and primarily responsible for, and be for the indemnitor of first resort with respect to, payment to or payment on behalf of the Indemnitee in respect of indemnification or advancement of Expenses expenses in connection with any such Jointly Indemnifiable Claimjointly indemnifiable claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors, and (ii) be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, judgments, fines, penalties and amounts paid in settlement to the extent not prohibited by (and not merely to the extent affirmatively permitted by) applicable law and as required by the terms of this Agreement, without regard to any rights the Indemnitee may have against the Third-Party Indemnitorsrelated entities. Under no circumstance shall the Company or any Enterprise Corporation be entitled to, and to any right of subrogation or contribution by the Company hereby irrevocably waives, relinquishes and releases, any claims against the ThirdIndemnitee-Party Indemnitors for subrogation, contribution or recovery of any kind related entities and no right of advancement or recovery the Indemnitee may have from the ThirdIndemnitee-Party Indemnitors related entities shall reduce or otherwise alter the rights of the Indemnitee or the obligations of the Company Corporation hereunder. In the event that any of the Indemnitee-related entities shall make any payment to the Indemnitee in respect of indemnification or any Enterprise. The Company further agrees that no advancement or payment by any Third-Party Indemnitor on behalf of Indemnitee expenses with respect to any Proceeding for which Indemnitee has sought indemnificationjointly indemnifiable claim, exoneration or hold harmless rights from the Company Indemnitee-related entity making such payment shall affect the foregoing and the Third-Party Indemnitor(s) shall have a right to receive from the Company, contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the CompanyCorporation, and Indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-related entities effectively to bring suit to enforce such rights. The Company Corporation and the Indemnitee agree that each of the ThirdIndemnitee-Party Indemnitors related entities shall be third-party beneficiaries with respect to this Agreement Section 2(c), entitled to enforce this Section 14 2(c) as though each such ThirdIndemnitee-Party Indemnitor related entity were a party to this Agreement.