R&W Insurance Policy . The Purchaser has provided to the Seller a correct and complete copy of the representations and warranties insurance policy, bound as of the date of this Agreement, between the Purchaser and Euclid Transactional, LLC (collectively the “Insurer(s)”), and any applicable excess representations and warranties insurance policies obtained in connection therewith (collectively, the “R&W Insurance Policy”). The R&W Insurance Policy has not been materially amended or modified, no such material amendment or modification is contemplated, and the commitments contained in the R&W Insurance Policy have not been withdrawn or rescinded in any respect. There are no side letters or other arrangements related to the insuring of the transactions contemplated hereby other

“R&W Insurance Policy . The Purchaser hasInsurance” means the insurance coverage provided pursuant to the Seller a correctbuyer-side representation and complete copy of the representations and warrantieswarranty insurance policies as set forth in # that certain policy, boundeffective as of the date of this Agreement,hereof, by and between the Purchaser and Euclid Transactional, LLC (collectively the “Insurer(s)”), and any applicable excess representations​ and warranties insurance policies obtained in connection therewith (collectively, the “R&W Insurance Policy”). The R&W Insurance Policy has not been materially amended or modified, no such material amendment or modification is contemplated, and the commitments contained in the R&W Insurance Policy have not been withdrawn or rescinded in any respect. There are no side letters or other arrangements related to the insuring# that certain policy, effective as of the transactions contemplated hereby otherdate hereof, by and between Great American E&S Insurance Company and ​, attached hereto as [Exhibit H] and [Exhibit I], respectively.

R&W Insurance Policy. Purchaser shall procure on or prior to the Closing Date, a buyer-side representation and warranty insurance policy from an insurer, which shall include the following terms: # Purchaser shall be the named insured, # coverage of at least ​ and # a duration at least # through the Expiration Date for claims related to any inaccuracy in or breach of any of the representations or warranties of the Company contained in this Agreement (other than the Fundamental Representations) and # for six (6) years after the Closing for all other claims covered by such R&W Insurance Policy, or a similar insurance policy with terms reasonably satisfactory to Purchaser (the “R&W Insurance Policy”) to insure against Losses incurred by a Purchaser Indemnified Party as a result of any inaccuracy or failure of any representation or warranty made by the Company in this Agreement to be true and correct as of the Closing Date (or as to the date made, where such representation or warranty relates to an earlier specified date), subject in all events to exclusions which are customary in nature, including without limitation, exclusions for the matters set forth on [Schedule D] hereto. The premium due under the R&W Insurance Policy . The Purchaser has providedand other related costs shall be borne as follows: # up to the Seller a correct and complete copy of the representations and warranties insurance policy, bound as of the date of this Agreement, between the Purchaser and Euclid Transactional, LLC (collectively the “Insurer(s)”), and any applicable excess representations and warranties insurance policies obtained in connection therewith (collectively, the “R​ (the “Company R&W Insurance Policy”Premium Amount”). by the Company (which shall be included as a “Company Transaction Expense”) and # the remainder by Purchaser. The R&W Insurance Policy hasshall include provisions whereby the insurer expressly waives any subrogation rights against any Equity Holder with respect to any claim made by the insured thereunder (except for fraud or criminal acts). Notwithstanding any provision to the contrary in this Agreement, Purchaser agrees not been materially amended or modified, no such material amendment or modification is contemplated, and the commitments contained into amend the R&W Insurance Policy have not been withdrawn or rescinded in any respect. There are no side letters or other arrangements related towithout the insuringprior written consent of the transactions contemplated hereby otherRepresentative, which consent shall not be unreasonably withheld, conditioned or delayed.