Common use of Insurance Matters Clause in Contracts

Insurance Matters. (a) Pinnacle acknowledges and agrees, on its own behalf and on behalf of each of the members of the Pinnacle Group, that, from and after the Time of Distribution, neither Pinnacle nor any members the Pinnacle Group shall have any rights to or under any of OpCo’s or the OpCo Group’ insurance policies. (b) At the Time of Distribution, all insurance policies (and rights and obligations thereunder) of any member of OpCo Group or Pinnacle Group, shall be retained by or transferred to a member of OpCo Group, as applicable, other than the insurance policies acquired prior to the Time of Distribution by and in the name of Pinnacle or its Subsidiaries pursuant to Section 6.3(c) hereof. (c) At the Time of Distribution, Pinnacle shall, at GLPI’s cost, have in effect all insurance policies required to comply with Pinnacle’s statutory and contractual obligations and such other insurance policies (with such terms, conditions and limits) as are reasonably necessary or customary for companies operating a business similar to the Pinnacle Business. Such insurance policies include, in addition to any policies required pursuant to and in accordance with the Master Lease Agreement, general liability, commercial auto liability, workers’ compensation, employers liability, product liability, employment practices liability, employee dishonesty/crime, directors’ and officers’ liability and fiduciary liability. (d) Neither OpCo nor any member of the OpCo Group shall have any obligation to secure extended reporting for any claims under any of OpCo’s or the OpCo Group claims-made or occurrence-reported liability policies for any acts or omissions by Pinnacle or any member of the Pinnacle Group incurred prior to the Time of Distribution. (e) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of either OpCo or any member of the OpCo Group in respect of any of the OpCo insurance policies and programs or any other contract or policy of insurance.

Insurance Matters. (a) Pinnacle acknowledges Grace and agreesGCP agree to cooperate in good faith to provide for an orderly transition of insurance coverage from the date hereof through the Effective Time. In no event shall any member of the Grace Group or any Grace Indemnitee have Liability or obligation whatsoever to any member of the GCP Group in the event that any insurance policy or other contract or policy of insurance shall be terminated or otherwise cease to be in effect for any reason, shall be unavailable or inadequate to cover any Liability of any member of the GCP Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. (b) From and after the Effective Time, with respect to any losses, damages and Liability incurred by any member of the GCP Group prior to the Effective Time, Grace will provide GCP with access to, and GCP may, upon ten (10) days’ prior written notice to Grace, make claims under, Grace’s insurance policies in place immediately prior to the Effective Time and Grace’s historical policies of insurance, but solely to the extent that such policies provided coverage for members of the GCP Group prior to the Effective Time; provided that such access to, and the right to make claims under, such insurance policies, shall be subject to the terms and conditions of such insurance policies, including but not limited to any limits on its own behalf coverage or scope, and on behalf any deductibles, self-insured retentions, retrospectively rated insurance plans and other fees and expenses, and shall be subject to the following additional conditions: (i) GCP shall report any claim to Grace as promptly as practicable, and in any event in sufficient time so that such claim may be made in accordance with the policies’ terms and conditions; (ii) GCP and the other members of each of the GCP Group shall be responsible for making payments directly to insurers where possible, and shall indemnify, hold harmless and reimburse Grace and the members of the Pinnacle Grace Group for any deductibles, self-insured retention, retrospective premium payments, and fees and expenses incurred by any member of the Grace Group to the extent resulting from any access to, or any claims made by GCP or any other members of the GCP Group under, any insurance provided pursuant to this Section 5.1(b), including claims previously reported and any indemnity payments, settlements, judgments, legal fees and allocated claims expenses and claim handling fees, whether such claims are made by a member of the GCP Group, thatemployees or Third Parties; and (iii) GCP shall exclusively bear (and no member of the Grace Group shall have any obligation to repay or reimburse any member of the GCP Group for) and shall be liable for all uninsured, uncovered, unavailable or uncollectible amounts of all such claims made by any member of the GCP Group under the policies as provided for in this Section 5.1(b). In the event an insurance policy aggregate is exhausted, or believed likely to be exhausted, due to noticed claims, the GCP Group, on the one hand, and the Grace Group, on the other hand, shall be responsible for their pro rata portion of the reinstatement premium, if any, based upon the losses of such Group submitted to Grace’s insurance carrier(s) (including any submissions prior to the Effective Time). To the extent that the Grace Group or the GCP Group is allocated more than its pro rata portion of such premium due to the timing of losses submitted to Grace’s insurance carrier(s), the other party shall promptly pay the first party an amount so that each Group has been properly allocated its pro rata portion of the reinstatement premium. Subject to the following sentence, Grace may elect not to reinstate the policy aggregate. In the event that Grace elects not to reinstate the policy aggregate, it shall provide prompt written notice to GCP, and GCP may direct Grace in writing to, and Grace shall, in such case, reinstate the policy aggregate; provided that GCP shall be responsible for all reinstatement premiums and other costs associated with such reinstatement. (c) Except as provided in Section 5.1(b), from and after the Time Effective Time, no member of Distribution, neither Pinnacle nor any members the Pinnacle GCP Group shall have any rights to or under any of OpCo’s or the OpCo Group’ insurance policies. (b) At the Time of Distribution, all insurance policies (and rights and obligations thereunder) of any member of OpCo Group or Pinnacle the Grace Group, shall be retained by or transferred to a member of OpCo Group, as applicable, other than the insurance policies acquired prior to the Time of Distribution by and in the name of Pinnacle or its Subsidiaries pursuant to Section 6.3(c) hereof. (c) . At the Time Effective Time, the members of Distribution, Pinnacle shall, at GLPI’s cost, the GCP Group shall have in effect all insurance policies programs required to comply with Pinnaclethe GCP Group’s statutory and contractual obligations and such other insurance policies (with such terms, conditions and limits) required by Law or as are reasonably necessary or customary appropriate for companies operating a business businesses similar to the Pinnacle BusinessGCP’s. Such insurance policies include, in addition to any policies required pursuant to and in accordance with the Master Lease Agreement, programs may include general liability, commercial auto liability, workers’ compensation, employers employer’s liability, product liability, employment practices liabilityproperty, cargo, employee dishonesty/crime, directors’ and officers’ liability and fiduciary liability. (d) Neither OpCo nor No member of the GCP Group, in connection with making a claim under any insurance policy of any member of the OpCo Grace Group pursuant to this Section 5.1, shall take any action that would be reasonably likely to (i) have an adverse impact on the then-current relationship between any member of the Grace Group, on the one hand, and the applicable insurance company, on the other hand; (ii) result in the applicable insurance company terminating or reducing coverage, or increasing the amount of any premium owed by any member of the Grace Group under the applicable insurance policy or (iii) otherwise compromise, jeopardize or interfere with the rights of any member of the Grace Group under the applicable insurance policy, provided that, for avoidance of doubt that this Section 5.1(d) shall not preclude or otherwise restrict any member of the GCP Group from reporting claims to insurers in the ordinary course of business. (e) All payments and reimbursements by GCP pursuant to this Section 5.1 will be made within fifteen (15) days after GCP’s receipt of an invoice therefor from Grace. In the event that GCP makes payments to insurance companies directly, then GCP shall make payments in compliance with the requirements and policies and procedures with respect to insurance payments in effect prior to the Effective Time. If Grace incurs costs to enforce GCP’s obligations herein, GCP agrees to indemnify and hold harmless Grace for such enforcement costs, including reasonable attorneys’ fees pursuant to Section 4.6. Grace shall retain the exclusive right to control its insurance policies and programs, including the right to exhaust, settle, release, commute, buy-back or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any GCP Liabilities and/or claims GCP has made or could make in the future. No member of the GCP Group shall, without the prior consent of Grace or otherwise as expressly permitted under this Agreement, erode, exhaust, settle, release, commute, buyback or otherwise resolve disputes with Grace’s insurers with respect to any of Grace’s insurance policies and programs, or amend, modify or waive any rights under any such insurance policies and programs. GCP shall cooperate with Grace and share such information as is reasonably necessary in order to permit Grace to manage and conduct its insurance matters as it deems appropriate. No member of the Grace Group shall have any obligation to secure extended reporting for any claims under any Liability policies of OpCo’s or any member of the OpCo Grace Group claims-made or occurrence-reported liability policies for any acts or omissions by Pinnacle or any member of the Pinnacle GCP Group incurred prior to the Time of DistributionEffective Time. (ef) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of either OpCo or any member of the OpCo Grace Group in respect of any of the OpCo insurance policies and programs policy or any other contract or policy of insurance. (g) GCP does hereby, for itself and each other member of the GCP Group, agree that no member of the Grace Group shall have any Liability whatsoever as a result of the insurance policies and practices of the members of the Grace Group as in effect at any time, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise.

Insurance Matters. (a) Pinnacle AbbVie acknowledges and agrees, on its own behalf and on behalf of each of the members of the Pinnacle GroupAbbVie Subsidiaries, that, from and after the Time of DistributionEffective Time, neither Pinnacle AbbVie nor any members of the Pinnacle Group AbbVie Subsidiaries shall have any rights to or under any of OpCo’s Xxxxxx’x or the OpCo GroupAbbott Subsidiaries’ insurance policies. (b) At the Time of Distribution, all insurance policies (and rights and obligations thereunder) of any member of OpCo Group or Pinnacle Group, shall be retained by or transferred to a member of OpCo Group, as applicable, other than the any insurance policies acquired prior to the Effective Time of Distribution directly by and in the name of Pinnacle a member of AbbVie or its any of the AbbVie Subsidiaries or as expressly provided in Section 4.06(f) or this Section 5.03 or in the Employee Matters Agreement. (b) Notwithstanding Section 5.03(a), from and after the Effective Time, with respect to any Liability incurred by AbbVie or any of the AbbVie Subsidiaries prior to the Effective Time, Abbott shall provide AbbVie with access to, and AbbVie may make claims under insurance policies purchased by Abbott if and to the extent that the terms of such policies provide such coverage to AbbVie or the AbbVie Subsidiaries, and subject to the terms and conditions of such insurance policies, including any limits on coverage or scope, any deductibles and other fees and expenses, and subject to the following additional conditions: (i) AbbVie shall report claims under such policies directly to the applicable insurance company, as promptly as practicable, and shall provide a copy of all such claim reports to the Corporate Risk Management Department of Abbott, and if Abbott disagrees with any matter covered in such reports, Abbott may notify the applicable insurance company, and shall provide a copy of such communication to the Corporate Risk Management Department of AbbVie; (ii) AbbVie shall exclusively bear and be responsible for (and Abbott shall have no obligation to repay or reimburse AbbVie or any of the AbbVie Subsidiaries for) and pay the applicable insurers as required under the applicable insurance policies for any and all costs as a result of having access to, or making claims under, any insurance provided pursuant to this Section 6.3(c5.03(b), including any deductibles and self-insured retention associated with such claims, retrospective, retroactive or prospective premium adjustments associated with the applicable insurance policies, catastrophic coverage charges, overhead, claim handling and administrative costs, Taxes, surcharges, state assessments, reinsurance costs, other related costs and claim payments, relating to all open, closed, re-opened claims covered by the applicable policies, whether such claims are made by AbbVie, its employees or Third Parties, and AbbVie shall indemnify, hold harmless and reimburse Abbott and the Abbott Subsidiaries for any deductibles and self-insured retention incurred by Abbott or the Abbott Subsidiaries to the extent resulting from any access to, any claims made by AbbVie or any of the AbbVie Subsidiaries under, any insurance provided pursuant to this Section 5.03(b), including any indemnity payments, settlements, judgments, legal fees and allocated claims expenses and claim handling fees, whether such claims are made by AbbVie, any AbbVie Subsidiary, their respective employees or Third Parties; (iii) hereofAbbVie shall exclusively bear (and Abbott shall have no obligation to repay or reimburse AbbVie or any of the AbbVie Subsidiaries for) and shall be liable for all uninsured, uncovered, unavailable or uncollectible amounts of all such claims made by AbbVie or any of the AbbVie Subsidiaries under the policies as provided for in this Section 5.03(b); and (iv) Neither AbbVie nor any AbbVie Subsidiary, in connection with making a claim under any insurance policy of Abbott or any Abbott Subsidiary pursuant to this Section 5.03(b), shall take any action that would be reasonably likely to: (A) have an adverse impact on the then-current relationship between Abbott or any Abbott Subsidiary, on the one hand, and the applicable insurance company, on the other hand; (B) result in the applicable insurance company terminating or reducing coverage, or increasing the amount of any premium owed by Abbott or any Abbott Subsidiary under the applicable insurance policy; or (C) otherwise compromise, jeopardize or interfere with the rights of Abbott or any Abbott Subsidiary under the applicable insurance policy. At all times, the Parties shall, and shall cause their respective Subsidiaries to, cooperate with reasonable requests for information by the other Party or the insurance companies regarding any such insurance policy claim. (c) Any payments, costs and adjustments required pursuant to Section 5.03(b) shall be billed by Abbott, on behalf of itself and the Abbott Subsidiaries, to AbbVie on a monthly basis and AbbVie, on behalf of itself and the AbbVie Subsidiaries, shall pay such payments, costs and adjustments to Abbott within sixty (60) days from receipt of invoice. If Abbott incurs costs to enforce AbbVie’s obligations under this Section 5.03, AbbVie agrees to indemnify Abbott for such enforcement costs, including reasonable attorneys’ fees. (d) At the Time of DistributionEffective Time, Pinnacle shall, at GLPI’s cost, AbbVie shall have in effect all insurance policies programs required to comply with PinnacleAbbVie’s statutory and contractual obligations and such other insurance policies (with such terms, conditions and limits) as are reasonably necessary or customary for companies operating a business similar to the Pinnacle AbbVie Business. Such insurance policies include, in addition to any policies required pursuant to and in accordance with the Master Lease Agreement, programs include general liability, commercial auto liability, workers’ compensation, employers liability, product liability, professional services liability, property, cargo, employment practices liability, employee dishonesty/crime, aircraft hull and liability, directors’ and officers’ liability, fiduciary liability and fiduciary liabilityspecial accident. (de) Neither OpCo AbbVie agrees, on its own behalf and on behalf of the AbbVie Subsidiaries, that, from the Effective Time until the sixth (6th) anniversary of the Effective Time, Abbott and the Abbott Subsidiaries shall be named as additional insureds or loss payee, whichever is appropriate, under any of AbbVie’s or the AbbVie Subsidiaries’ insurance policies in respect of any Abbott Liabilities arising out of the AbbVie Business or any wrongful acts or omissions prior to the Effective Time to the extent the applicable insurance carrier permits it. AbbVie shall indemnify, hold harmless and reimburse Abbott and the Abbott Subsidiaries for any and all costs incurred by Abbott or the Abbott Subsidiaries to the extent resulting from any AbbVie’s or the AbbVie Subsidiaries’ insurance policies in which Abbott or any of the Abbott Subsidiaries are named as additional insureds, including any deductibles, self-insured retentions or uninsured losses. (f) Except as otherwise provided in Section 4.06(e), neither Abbott nor any member of the OpCo Group Abbott Subsidiaries shall have any obligation to secure extended reporting for any claims under any of OpCo’s Xxxxxx’x or the OpCo Group Abbott Subsidiaries’ claims-made or occurrence-reported liability policies for any acts or omissions by Pinnacle AbbVie or any member of the Pinnacle Group AbbVie Subsidiary incurred prior to the Time of DistributionEffective Time. (eg) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of either OpCo Abbott or any member of the OpCo Group Abbott Subsidiary in respect of any of the OpCo Abbott insurance policies and programs or any other contract or policy of insurance.

Insurance Matters. (a) Pinnacle acknowledges The Company and agreesits subsidiaries, on as a whole, (i) as of the Effective Time, shall have its own behalf and on behalf of each of the members of the Pinnacle Group, that, from and after the Time of Distribution, neither Pinnacle nor any members the Pinnacle Group shall have any rights to or under any of OpCo’s or the OpCo Group’ insurance policies. (b) At the Time of Distribution, all insurance policies (and rights and obligations thereunder) of any member of OpCo Group or Pinnacle Group, shall be retained by or transferred to a member of OpCo Group, as applicable, other than the insurance policies acquired prior to the Time of Distribution by and in the name of Pinnacle or its Subsidiaries pursuant to Section 6.3(c) hereof. (c) At the Time of Distribution, Pinnacle shall, at GLPI’s cost, have in effect all insurance policies required to comply with Pinnacle’s statutory and contractual obligations and such other insurance policies (with such terms, conditions and limits) as are reasonably necessary or customary for companies operating a business similar to the Pinnacle Business. Such insurance policies include, in addition to any policies required pursuant to and in accordance with the Master Lease Agreement, general liability, commercial auto liability, workers’ compensation, employers liability, product liability, employment practices liability, employee dishonesty/crime, directors’ and officers’ liability insurance with sufficient coverage (including, without limitation, in amounts) that is consistent with customary market practices in its business and fiduciary liability(ii) at and after the Effective Time to the Trigger Date, shall continuously maintain such liability insurance. For the avoidance of doubt, at and after the Effective Time, the Company shall not submit any claims under Genworth’s directors’ and officers’ liability insurance. (b) Prior to the Trigger Date, members of the Company Group shall be insured by, have direct access or availability to, be entitled to make direct claims on or be entitled to claim benefits directly from or under Genworth Insurance Arrangements, in each case solely to the extent provided by the terms of the Genworth Insurance Arrangements, as the same may be modified, terminated or otherwise changed from time to time in accordance with Section 7.5(f) below. Members of the Company Group will pay premiums and other costs under each such Genworth Insurance Arrangement in accordance with Genworth’s allocation methodologies (consistently applied) for its other Subsidiaries, as the same may be in effect from time to time. (c) From and after the Trigger Date, members of the Company Group shall cease to be insured by, have access or availability to, be entitled to make claims on, be entitled to claim benefits from or seek coverage under any Genworth Insurance Arrangement, other than with respect to any claim, act, omission, event, circumstance, occurrence or loss that occurred or existed prior to the Trigger Date (and then only to the extent that such claim, act, omission, event, circumstance, occurrence or loss occurred or existed on or prior to the Trigger Date) (a “Pre-Trigger Date Event”) and was reported to the applicable insurer in accordance with the provisions of the applicable Genworth Insurance Arrangement, subject in each case to the terms and conditions of the applicable Genworth Insurance Arrangement and the requirements of subparagraph (f) below. Upon receipt of a written request from the Company, Genworth shall use its commercially reasonable efforts to reduce or cancel the Company Group’s coverage under any Genworth Insurance Arrangement, effective no earlier than sixty (60) days after Genworth’s receipt of such request, provided, however that (i) any costs associated with or incurred in connection with such reduction or cancellation shall be borne exclusively by the Company Group, (ii) the Company Group understands that there may be no premium refund or credit provided by the relevant insurers as a result of such reduction or cancellation and (iii) if and to the extent that Genworth actually receives a premium refund or credit from the relevant insurers for the term of the coverage so reduced or cancelled as a direct result of such reduction or cancellation, Genworth shall only be obligated to credit or pay over to the Company Group the lesser of (A) the amount of any such credit or refund or (B) the amount last charged to the Company Group by Genworth for such coverage during such term. (d) Neither OpCo nor Notwithstanding subparagraph (b) above, with respect to any Pre-Trigger Date Event relating to Company Liabilities or the members of the Company Group that would be covered by Genworth’s occurrence-based insurance policies, the members of the Company Group may directly access, make direct claims on, claim benefits directly from or under such policies, subject in each case to the terms and conditions of such occurrence-based policies and the requirements of subparagraph (f) below. (e) Notwithstanding subparagraph (b) above, with respect to any Pre-Trigger Date Event relating to Company Liabilities or the members of the Company Group that would be covered by Genworth’s claims made-based insurance policies, the members of the Company Group may directly access, make direct claims on, claim benefits directly from or under such policies, subject to the terms and conditions of such claims made-based insurance policies and the requirements of subparagraph (f) below. (f) In connection with any pursuit by or on behalf of any member of the OpCo Company Group of insurance benefits or coverage permitted by this Section 7.5: (i) the Company shall as promptly as reasonably practicable notify Genworth’s Treasurer of all such claims and/or efforts to seek benefits or coverage and Genworth and the Company shall reasonably cooperate with one another in pursuing all such claims; provided, that the Company shall be solely responsible for notifying the relevant insurance companies of such claims and complying with all conditions for such claims. In addition, the applicable member of the Company Group shall (A) pursue or (B) to the extent assignable and permitted under the applicable Genworth Insurance Arrangement, assign to Genworth or the applicable insurer, any rights of recovery against third parties with respect to Pre-Trigger Date Events for which a claim is made and shall cooperate with Genworth with respect to pursuit of such rights. The order of priority of any such recoveries shall inure first to Genworth to reimburse any and all costs incurred by Genworth directly or indirectly as a result of such claims or losses, second to pay or satisfy any applicable deductibles and retentions under the relevant Genworth Insurance Arrangements and third to the relevant member of the Company Group; (ii) Genworth shall have the right but not the duty to monitor and/or provide input with respect to coverage claims or requests for benefits asserted by the members of the Company Group under the relevant Genworth Insurance Arrangements, including the coverage positions and arguments asserted therein, provided that the Company (A) shall be liable for any fees, costs and expenses incurred by Genworth relating to any unsuccessful coverage claim, (B) shall provide the notice contemplated in Section 7.5(f)(i), (C) shall not, without the written consent of Genworth, erode, settle, release, commute or otherwise resolve disputes with respect to the relevant Genworth Insurance Arrangements nor amend, modify or waive any rights thereunder, and (D) shall not assign any Genworth Insurance Arrangements or any rights or claims thereunder; and (iii) the Company shall exclusively bear and be liable (and Genworth shall have no obligation to secure extended reporting repay or reimburse the applicable member of the Company Group) for any claims under any of OpCo’s all deductibles and retentions and uninsured, uncovered, unavailable or the OpCo Group uncollectible amounts relating to or associated with such claims-, whether made or occurrence-reported liability policies for any acts or omissions by Pinnacle or any member of the Pinnacle Company Group, its employees or third parties. (g) Notwithstanding anything contained herein, Genworth shall retain exclusive right to control all of its insurance policies and programs, including the Genworth Insurance Arrangements referenced in subparagraphs (b) through (e) above, and the benefits and amounts payable thereunder, including the right to exhaust, settle, release, commute, buy-back or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any Liabilities and/or claims that any member of the Company Group incurred has made or could make in the future, including coverage claims with respect to Pre-Trigger Date Events. The Company Group shall cooperate with Genworth and share such information as is reasonably necessary in order to permit Genworth to manage and conduct its insurance matters as Genworth deems appropriate and that the Company, on behalf of itself and each member of the Company Group, hereby gives consent for Genworth to, on or after the date of this Agreement, inform any affected insurer of this Agreement and to provide such insurer with a copy hereof. (h) With respect to all open, closed and re-opened claims covered under Genworth’s workers’ compensation, international employers’ liability insurance policies and/or comparable workers’ compensation self-insurance, state or country programs relating to employees (whether present or former, active or inactive) of any member of the Company Group arising from occurrences prior to the Time Trigger Date, the Company shall promptly reimburse Genworth for all claim payments, costs and expenses relating to such claims, as well as any, catastrophic coverage charges, overhead, claim handling and administrative costs, taxes, surcharges, state assessments, other related costs, whether such claims are made by any member of Distributionthe Company Group, its employees or third parties. (ei) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance insurance, and shall not be construed nothing in this Agreement is intended to waive or abrogate in any right way Genworth’s or remedy of either OpCo the Company’s own rights to insurance coverage for any liability, whether relating to Genworth or any member of its Affiliates or the OpCo Company Group or otherwise. (j) Sections 7.5(b), (c), (d), (e) and (f) shall only be in respect of any of effect for so long as the OpCo insurance policies and programs or any other contract or policy of insuranceShared Services Agreement is in effect.

Insurance Matters. (ai) Pinnacle acknowledges Except as otherwise would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, all policies, binders, slips, certificates, annuity contracts and agreesparticipation agreements and other agreements of insurance, whether individual or group, in effect as of the date hereof (including all applications, supplements, endorsements, riders and ancillary agreements in connection therewith) that are issued by the Company Insurance Subsidiaries (the "Company Insurance Contracts") and any and all marketing materials, are, to the extent required under applicable law, on its own behalf forms approved by applicable insurance regulatory authorities or which have been filed and on behalf of each of not objected to by such authorities within the members of period provided for objection, and such forms comply in all material respects with the Pinnacle Groupinsurance statutes, thatregulations and rules applicable thereto and, from as to premium rates established by the Company or any Company Insurance Subsidiary which are required to be filed with or approved by insurance regulatory authorities, the rates have been so filed or approved, the premiums charged conform thereto in all material respects, and after such premiums comply in all material respects with the Time of Distributioninsurance statutes, neither Pinnacle nor any members the Pinnacle Group shall have any rights to or under any of OpCo’s or the OpCo Group’ insurance policiesregulations and rules applicable thereto. (bii) At All reinsurance and coinsurance treaties or agreements, including retrocessional agreements, to which the Time Company or any Company Insurance Subsidiary is a party or under which the Company or any Company Insurance Subsidiary has any existing rights, obligations or liabilities are in full force and effect except for such treaties or agreements the failure to be in full force and effect as individually or in the aggregate are not reasonably likely to have a Company Material Adverse Effect. Neither the Company nor any Company Insurance Subsidiary, nor, to the knowledge of Distributionthe Company, all insurance policies (any other party to a reinsurance or coinsurance treaty or agreement to which the Company or any Company Insurance Subsidiary is a party, is in default in any material respect as to any provision thereof, and rights and obligations thereunder) no such agreement contains any provision providing that the other party thereto may terminate such agreement by reason of the transactions contemplated by this Agreement. The Company has not received any notice to the effect that the financial condition of any member other party to any such agreement is impaired with the result that a default thereunder may reasonably be anticipated, whether or not such default may be cured by the operation of OpCo Group any offset clause in such agreement. No insurer or Pinnacle Group, shall be retained by reinsurer or transferred to a member group of OpCo Group, as applicable, other than affiliated insurers or reinsurers accounted for the insurance policies acquired prior direction to the Time Company and the Company Insurance Subsidiaries or the ceding by the Company and the Company Insurance Subsidiaries of Distribution by insurance or reinsurance business in an aggregate amount equal to two percent or more of the consolidated gross premium income of the Company and in the name of Pinnacle or its Company Insurance Subsidiaries pursuant to Section 6.3(c) hereoffor the year ended December 31, 1996. (ciii) At Prior to the Time date hereof, the Company has delivered or made available to Parent a true and complete copy of Distributionany actuarial reports prepared by actuaries, Pinnacle shallindependent or otherwise, with respect to the Company or any Company Insurance Subsidiary since December 31, 1994, and all attachments, addenda, supplements and modifications thereto (the "Company Actuarial Analyses"). To the knowledge of the executive officers of the Company, the information and data furnished by the Company or any Company Insurance Subsidiary to its independent actuaries in connection with the preparation of the Company Actuarial Analyses were accurate in all material respects. Furthermore, to the knowledge of the executive officers of the Company, each Company Actuarial Analysis was based upon an accurate inventory of policies in force for the Company and the Company Insurance Subsidiaries, as the case may be, at GLPI’s costthe relevant time of preparation, have was prepared using appropriate modeling procedures accurately applied and in effect all insurance policies required to comply conformity with Pinnacle’s statutory generally accepted actuarial standards consistently applied, and contractual obligations and such other insurance policies (with such terms, conditions and limits) as are reasonably necessary or customary for companies operating a business similar to the Pinnacle Business. Such insurance policies include, in addition to any policies required pursuant to and projections contained therein were properly prepared in accordance with the Master Lease Agreement, general liability, commercial auto liability, workers’ compensation, employers liability, product liability, employment practices liability, employee dishonesty/crime, directors’ and officers’ liability and fiduciary liabilityassumptions stated therein. (div) Neither OpCo nor any member As of the OpCo Group shall have date hereof, the Company has no reason to believe that any obligation rating presently held by the Company Insurance Subsidiaries is likely to secure extended reporting be modified, qualified, lowered or placed under surveillance for a possible downgrade for any claims under any of OpCo’s or the OpCo Group claims-made or occurrence-reported liability policies for any acts or omissions by Pinnacle or any member reason other than as a result of the Pinnacle Group incurred prior to the Time of Distributiontransactions contemplated hereby. (ev) This Agreement shall Except as would not reasonably be considered expected to have a Company Material Adverse Effect, all annuity contracts and life insurance policies issued by each Company Insurance Subsidiary meet all definitional or other requirements for qualification under the Code section applicable (or intended to be applicable) to such annuity contracts or life insurance policies, including, without limitation, the following: (A) each life insurance policy meets the requirements of sections 101(f), 817(h) or 7702 of the Code, as applicable; (B) no life insurance contract issued by any Company Insurance Company is a "modified endowment contract" within the meaning of section 7702A of the Code unless and to the extent that the holders of the policies have been notified of their classification; (C) each annuity contract issued, entered into or sold by any Company Insurance Subsidiary qualifies as an attempted assignment annuity under federal tax law; (D) each annuity contract meets the requirements of, and has been administered consistent with section 817(h) and 72 of the Code including but not limited to section 72(s) of the Code (except for those contracts specifically excluded from such requirement pursuant to section 72(s)(5) of the Code); (E) each annuity contract intended to qualify under sections 130, 403(a), 403(b) or 408(b) of the Code contains all provisions required for qualification under such sections of the Code; (F) each annuity contract marketed as, or in connection with, plans that are intended to qualify under section 401, 403, 408 or 457 of the Code complies with the requirements of such section; and (G) none of the Company Insurance Subsidiaries have entered into any agreement or are involved in any discussions or negotiations and there are no audits, examinations, investigations or other proceedings with the IRS with respect to the failure of any life insurance policy of insurance under section 7702 or as a contract of insurance and shall not be construed to waive any right or remedy of either OpCo or any member 817(h) of the OpCo Group in respect Code or the failure of any annuity contract to meet the requirements of section 72(s) of the OpCo insurance policies Code. There are no "hold harmless" indemnification agreements respecting the tax qualification or treatment of any product or plan sold, issued, entered into or administered by the Company Insurance Subsidiaries, and programs or there have been no claims asserted by any other contract or policy of insurancePerson under such "hold harmless" indemnification agreements so set forth.

Insurance Matters. The provisions of this Section 8.1 shall apply only to the extent not otherwise provided for in the Employee Matters Agreement. (a) Pinnacle acknowledges and agrees, on its own behalf and on behalf of each of the members of the Pinnacle Group, The Parties intend by this Agreement that, from and after to the Time of Distribution, neither Pinnacle nor any members extent permitted under the Pinnacle Group shall have any rights to or under any of OpCo’s or the OpCo Group’ insurance policies. (b) At the Time of Distribution, all insurance policies (and rights and obligations thereunder) terms of any member of OpCo Group or Pinnacle Groupapplicable insurance policy, shall be retained by or transferred to a member of OpCo GroupOmniAb, as applicable, each other than the insurance policies acquired prior to the Time of Distribution by and in the name of Pinnacle or its Subsidiaries pursuant to Section 6.3(c) hereof. (c) At the Time of Distribution, Pinnacle shall, at GLPI’s cost, have in effect all insurance policies required to comply with Pinnacle’s statutory and contractual obligations and such other insurance policies (with such terms, conditions and limits) as are reasonably necessary or customary for companies operating a business similar to the Pinnacle Business. Such insurance policies include, in addition to any policies required pursuant to and in accordance with the Master Lease Agreement, general liability, commercial auto liability, workers’ compensation, employers liability, product liability, employment practices liability, employee dishonesty/crime, directors’ and officers’ liability and fiduciary liability. (d) Neither OpCo nor any member of the OpCo OmniAb Group shall and each of their respective directors, officers and employees will be successors in interest and/or additional insureds and will have and be fully entitled to continue to exercise all rights that any obligation of them may have as of the Distribution Time (with respect to secure extended reporting for any claims events occurring or claimed to have occurred before the Distribution Time) as a Subsidiary, Affiliate, division, director, officer or employee of Ligand before the Distribution Time under any of OpCo’s or the OpCo Group claims-made or occurrence-reported liability policies for insurance policy, including any acts or omissions by Pinnacle or rights that OmniAb, any other member of the Pinnacle OmniAb Group incurred prior to the Time or any of Distribution. (e) This Agreement shall not be considered its or their respective directors, officers, or employees may have as an attempted assignment insured or additional named insured, Subsidiary, Affiliate, division, director, officer or employee to avail itself, himself or herself of any policy of insurance or as any agreements related to the policies in effect before the Distribution Time, with respect to events occurring before the Distribution Time. (b) After the Distribution Time, Ligand (and each other member of the Ligand Group) and OmniAb (and each other member of the OmniAb Group) shall not, without the consent of OmniAb or Ligand, respectively (such consent not to be unreasonably withheld, conditioned or delayed), provide any insurance carrier with a contract of insurance and shall not be construed to release or amend, modify or waive any right rights under any insurance policy if such release, amendment, modification or remedy waiver thereunder would materially adversely affect any rights of either OpCo or any member of the OpCo Group in of the other Party with respect to insurance coverage otherwise afforded to such other Party for pre-Distribution claims; provided, however, that the foregoing shall not (i) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (ii) require any member of any Group to pay any premium or other amount or to incur any Liability or (iii) require any member of any Group to renew, extend or continue any policy in force. (c) The provisions of this Agreement are not intended to relieve any insurer of any Liability under any policy. (d) No member of the OpCo Ligand Group or any Ligand Indemnitee will have any Liabilities whatsoever as a result of the insurance policies as in effect at any time before the Distribution Time, including as a result of (i) the level or scope of any insurance, (ii) the creditworthiness of any insurance carrier, (iii) the terms and programs conditions of any policy, or (iv) the adequacy or timeliness of any other contract notice to any insurance carrier with respect to any claim or policy of insurancepotential claim.

Insurance Matters. (a) Pinnacle acknowledges Existing SLM, SLM BankCo and agreesNavient agree to cooperate in good faith to provide for an orderly transition of insurance coverage. Following the Effective Time, on its own behalf SLM BankCo and on behalf of each of the members of the Pinnacle Group, that, from Navient agree to cooperate with respect to insurance coverage matters as described in this Section 5.1. (b) From and after the Time of DistributionEffective Time, other than as expressly provided in Section 5.1(c) with respect to any Shared Policies and other than with respect to their Joint E&O Policy and Joint F.I. Bond Policy, neither Pinnacle SLM BankCo nor Navient, nor any members the Pinnacle Group member of its respective Group, shall have any rights to or under any of OpCothe other Group’s or the OpCo Group’ insurance policies. (b) , including not having access to and not having the right to make claims under any of the other Group’s insurance policies. At the Time Effective Time, each of Distribution, all insurance policies (Navient and rights and obligations thereunder) of any member of OpCo Group or Pinnacle Group, SLM BankCo shall be retained by or transferred to a member of OpCo Group, as applicable, other than the insurance policies acquired prior to the Time of Distribution by and in the name of Pinnacle or its Subsidiaries pursuant to Section 6.3(c) hereof. (c) At the Time of Distribution, Pinnacle shall, at GLPI’s cost, have in effect all insurance policies required to comply with Pinnacle’s statutory and contractual obligations and such other insurance policies (with such terms, conditions and limits) as are reasonably necessary or customary for companies operating a business similar to the Pinnacle Businessbusiness. Such insurance policies programs may include, in addition to any policies required pursuant to and in accordance with the Master Lease Agreementbut are not limited to, comprehensive general liability, umbrella/excess liability, above ground/underground storage tank liability, surety bonds, commercial auto liability, workers’ compensation, employers employer’s liability, product professional liability, employment practices liabilityproperty, employee dishonesty/crime, directors’ and officers’ liability and fiduciary liability. (dc) Neither OpCo nor From and after the Effective Time, with respect to any losses, damages and liability incurred by any member of the OpCo Navient Group shall have any obligation to secure extended reporting for any claims under any of OpCo’s or the OpCo SLM BankCo Group claims-made for which such member is entitled to coverage under the D&O Tail Policy or occurrence-reported liability policies for any acts or omissions by Pinnacle Historical P/C Policies of insurance (collectively, the “Shared Policies”), each Party will provide the other Party (or any member of the Pinnacle Group incurred prior other Party’s Group) with access to, and may make claims under, the Shared Policies, but solely to the Time extent that such Shared Policies provide coverage therefor; provided that such access to, and the right to make claims under, such insurance policies, shall be subject to the terms, conditions, and exclusions of Distributionsuch insurance policies, including any limits on coverage or scope, any deductibles or retentions and other fees and expenses, and shall be subject to the following additional conditions: (i) each of Navient and SLM BankCo shall provide, as promptly as practicable, notice to the other Party with respect to any claims to be made under any Shared Policy and shall report, as promptly as practicable, claims in accordance with the terms of the applicable insurance policy; (ii) except with respect to claims made by the SLM BankCo Group that relate to Liabilities that are Navient Liabilities, SLM BankCo shall pay to the Navient Group an amount equal any deductibles, self-insured retention, fees and expenses incurred by any member of the Navient Group to the extent resulting from any access to or any claims made by any member of the SLM BankCo Group under any Shared Policy; (iii) except with respect to claims made by the Navient Group that relate to Liabilities that are SLM BankCo Liabilities, Navient shall pay to the SLM BankCo Group an amount equal to any deductibles, self-insured retention, fees and expenses incurred by any member of the SLM BankCo Group to the extent resulting from any access to or any claims made by any member of the Navient Group under any Shared Policy; and (iv) except to the extent for payments and reimbursements required pursuant to Section 5.1(c)(ii) and (iii), neither the Navient Group nor the SLM BankCo Group shall have any liability or indemnification obligation to repay or reimburse the other Party for any uninsured, uncovered, unavailable or uncollectible insurance amounts under the Shared Policies to the extent resulting from any access to or any claims made by any member of either Group under any Shared Policy; provided, however, that any such uninsured, uncovered, unavailable or uncollectible insurance amounts under the Shared Policies shall not relieve or reduce an Indemnifying Party of its indemnification obligations under this Agreement. (d) All payments and reimbursements pursuant to Section 5.1(c)(ii) and (iii) will be made on demand after receipt of an invoice therefor from the other Party. If a Party incurs costs to enforce the other Party’s obligations under Section 5.1(c)(ii) or (iii), as applicable, the other Party shall indemnify such Party for reasonable enforcement costs, including reasonable attorneys’ fees. (e) Prior to the Effective Time Navient and SLM BankCo shall jointly purchase a Joint E&O Policy and Joint F.I. Bond Policy, covering acts and omissions and on terms substantially similar to those obtained for similar insurance policies by Existing SLM prior to the Effective Time, with a term ending on the one-year anniversary of the Effective Time. Unless waived by the Parties, Navient and SLM BankCo shall extend or purchase a new Joint E&O Policy and Joint F.I. Bond Policy, on no less favorable terms, for such period or periods as may be necessary for them to be in effect throughout the period of the IT Transition. The cost of each Joint E&O Policy and Joint F.I. Bond Policy shall be shared by the Parties (including extensions and replacements) based on their relative revenue for the four most recent calendar quarters (for which financial information is available) prior to the effective date of such policies; provided, the initial premium shall be based on the pro forma revenue for 2013 for Navient and SLM BankCo, after giving effect to the transactions contemplated by this Agreement. (f) Each of Navient and SLM BankCo shall have the right to erode, exhaust limits, settle, release or otherwise resolve disputes relating to claims made by such Party under any Shared Policy, Joint E&O Policy or Joint F.I. Bond Policy. Navient and SLM BankCo shall cooperate and share such information as is reasonably necessary in order to permit the Parties to manage and conduct their insurance matters with respect to each such policy. (g) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of either OpCo or any member of the OpCo SLM BankCo Group or the Navient Group in respect of any of the OpCo insurance policies and programs or any other contract or policy of insurancepolicy.

Insurance Matters. (a) Pinnacle acknowledges From and agreesafter the Effective Time, with respect to any Losses, damages and Liability incurred by any member of the Newco Group prior to the Effective Time, Vornado will provide Newco with access to, and Newco may, upon ten (10) days’ prior written notice to Vornado, make claims under, Vornado’s Third Party insurance policies in place prior to the Effective Time and Vornado’s historical policies of insurance, but solely to the extent that such policies provided coverage for members of the Newco Group prior to the Effective Time; provided that such access to, and the right to make claims under, such insurance policies, shall be subject to the terms and conditions of such insurance policies, including any limits on its own behalf coverage or scope, any deductibles and on behalf of each of other fees and expenses, and shall be subject to the following additional conditions: (i) Newco shall report any claim to Vornado, as promptly as is reasonably practicable, and in any event in sufficient time so that such claim may be made and managed by Vornado pursuant to the Transition Services Agreement in accordance with Vornado’s claim reporting procedures in effect immediately prior to the Effective Time (or in accordance with any modifications to such procedures after the Effective Time communicated by Vornado to Newco in writing); (ii) Newco and the members of the Pinnacle Newco Group shall exclusively bear and be liable for (and neither Vornado nor any members of the Vornado Group shall have any obligation to repay or reimburse Newco or any member of the Newco Group for), and shall indemnify, hold harmless and reimburse Vornado and the members of the Vornado Group for, any deductibles, self-insured retention, fees and expenses to the extent resulting from any access to, or any claims made by Newco or any other members of the Newco Group or otherwise made in respect of Losses of the DC Business under, any insurance provided pursuant to this Section 5.1(a), including any Indemnity Payments, settlements, judgments, legal fees and allocated claims expenses and claim handling fees, whether such claims are made by members of the Newco Group, its employees or Third Parties; and (iii) Newco shall exclusively bear and be liable for (and neither Vornado nor any members of the Vornado Group shall have any obligation to repay or reimburse Newco or any member of the Newco Group for) all uninsured, uncovered, unavailable or uncollectible amounts of all such claims made by Newco or any member of the Newco Group under the policies as provided for in this Section 5.1(a). In the event an insurance policy aggregate is exhausted, or believed likely to be exhausted, due to noticed claims, the Newco Group, on the one hand, and the Vornado Group, on the other hand, shall be responsible for their pro rata portion of the reinstatement premium, if any, based upon the Losses of such Group submitted to Vornado’s insurance carrier(s) (including any submissions prior to the Effective Time). To the extent that the Vornado Group or the Newco Group is allocated more than its pro rata portion of such premium due to the timing of Losses submitted to Vornado’s insurance carrier(s), the other Party shall promptly pay the first Party an amount so that each Group has been properly allocated its pro rata portion of the reinstatement premium. Subject to the following sentence, Vornado may elect not to reinstate the policy aggregate. In the event that, at any time prior to the Effective Time, Vornado elects not to reinstate the policy aggregate, it shall provide prompt written notice to Newco, and Newco may direct Vornado in writing to, and Vornado shall, in such case, reinstate the policy aggregate; provided that Newco shall be responsible for all reinstatement premiums and other costs associated with such reinstatement. (b) Except as provided in Section 5.1(a), from and after the Time of DistributionEffective Time, neither Pinnacle Newco nor any members member of the Pinnacle Newco Group shall have any rights to or under any of OpCo’s or the OpCo Group’ insurance policies. (b) At the Time of Distribution, all insurance policies (and rights and obligations thereunder) of any member of OpCo Group or Pinnacle Group, shall be retained by or transferred to a member of OpCo Group, as applicable, other than the insurance policies acquired prior to of Vornado or any other member of the Time of Distribution by and in the name of Pinnacle or its Subsidiaries pursuant to Section 6.3(c) hereof. (c) Vornado Group. At the Time of DistributionEffective Time, Pinnacle Newco shall, at GLPI’s costunless it has obtained the prior written consent of Vornado or Vornado OP, have in effect all insurance policies programs required to comply with PinnacleNewco’s statutory and contractual obligations and such other insurance policies (with such terms, conditions and limits) required by Law or as are reasonably necessary or customary appropriate for companies operating a business similar to the Pinnacle BusinessNewco’s. Such insurance policies include, in addition programs may include but are not limited to any policies required pursuant to and in accordance with the Master Lease Agreement, general liability, commercial auto liability, workers’ worker’s compensation, employers employer’s liability, product product/completed operations liability, pollution legal liability, surety bonds, professional services liability, property, cargo, employment practices liability, employee dishonesty/crime, directors’ and officers’ liability and fiduciary liability. (dc) Neither OpCo Newco nor any member of the OpCo Newco Group, in connection with making a claim under any insurance policy of Vornado or any member of the Vornado Group pursuant to this Section 5.1, shall take any action that would be reasonably likely to (i) have an adverse impact on the then-current relationship between Vornado or any member of the Vornado Group, on the one hand, and the applicable insurance company, on the other hand; (ii) result in the applicable insurance company terminating or reducing coverage, or increasing the amount of any premium owed by Vornado or any member of the Vornado Group under the applicable insurance policy; or (iii) otherwise compromise, jeopardize or interfere with the rights of Vornado or any member of the Vornado Group under the applicable insurance policy. (d) All payments and reimbursements by Newco pursuant to this Section 5.1 will be made within fifteen (15) days after Newco’s receipt of an invoice therefor from Vornado. If Vornado incurs costs to enforce Newco’s obligations herein, Newco agrees to indemnify and hold harmless Vornado for such enforcement costs, including reasonable attorneys’ fees pursuant to Section 4.6(b). Vornado shall retain the exclusive right to control its insurance policies and programs, including the right to exhaust, settle, release, commute, buy-back or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any Newco Liabilities and/or claims Newco has made or could make in the future, and no member of the Newco Group shall erode, exhaust, settle, release, commute, buyback or otherwise resolve disputes with Vornado’s insurers with respect to any of Vornado’s insurance policies and programs, or amend, modify or waive any rights under any such insurance policies and programs. Newco shall cooperate with Vornado and share such information as is reasonably necessary in order to permit Vornado to manage and conduct its insurance matters as it deems appropriate, including but not limited to with respect to (i) any claims made pursuant to Section 5.1(a) and the management thereof, (ii) any policy premium adjustments with respect to (A) Vornado’s Third Party insurance policies in place prior to the Effective Time and (B) Vornado’s historical policies of insurance, in each case to the extent that such policies provided coverage for members of the Newco Group prior to the Effective Time, and (iii) the release of any and all Vornado surety bonding obligations to the extent related to any such insurance policies described in clause (ii). Neither Vornado nor any of the members of the Vornado Group shall have any obligation to secure extended reporting for any claims under any Liability policies of OpCo’s Vornado or any member of the OpCo Vornado Group claims-made or occurrence-reported liability policies for any acts or omissions by Pinnacle or any member of the Pinnacle Newco Group incurred prior to the Time of DistributionEffective Time. (e) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of either OpCo or any member of the OpCo Vornado Group in respect of any of the OpCo insurance policies and programs policy or any other contract or policy of insurance. (f) Newco does hereby, for itself and each other member of the Newco Group, agree that no member of the Vornado Group shall have any Liability whatsoever as a result of the insurance policies and practices of Vornado and the members of the Vornado Group as in effect at any time, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise.

Insurance Matters. (a) Pinnacle acknowledges and agrees, on its own behalf and on behalf of each of the members of the Pinnacle Group, that, from From and after the Time of DistributionEffective Time, other than as provided in this Article VI neither Pinnacle Jefferies nor any members the Pinnacle Group SpinCo shall have any rights to or under any of OpCothe other Party’s or the OpCo Groupits Affiliates’ insurance policies. (b) . At the Time Effective Time, each of Distribution, all insurance policies (Jefferies and rights and obligations thereunder) of any member of OpCo Group or Pinnacle Group, SpinCo shall be retained by or transferred to a member of OpCo Group, as applicable, other than the insurance policies acquired prior to the Time of Distribution by and in the name of Pinnacle or its Subsidiaries pursuant to Section 6.3(c) hereof. (c) At the Time of Distribution, Pinnacle shall, at GLPI’s cost, have in effect all insurance policies programs required to comply with Pinnacle’s statutory and their respective contractual obligations and such other insurance policies (with such terms, conditions and limits) as are reasonably necessary or customary for companies operating a business similar to the Pinnacle Businessbusiness. Such insurance policies programs may include, in addition to any policies required pursuant to and in accordance with the Master Lease Agreementbut are not limited to, general liability, commercial auto liability, workers’ compensation, employers employer’s liability, product liability, professional services liability, property, employment practices liability, employee dishonesty/crime, directors’ and officers’ liability and fiduciary liability. (db) Neither OpCo From and after the Effective Time, with respect to any losses, damages and liability incurred by SpinCo or its Affiliates prior to the Effective Time, Jefferies will provide SpinCo with access to, and may, upon ten (10) days’ prior written notice to Jefferies, make claims under Jefferies’ third-party insurance policies in place at the Effective Time and Jefferies’ policies of insurance, but solely to the extent that such policies provided coverage prior to the Effective Time; provided that such access to, and the right to make claims under, such insurance policies, shall be subject to the terms and conditions of such insurance policies, including any limits on coverage or scope, any deductibles and other fees and expenses, and shall be subject to the following additional conditions: (i) SpinCo shall report, as promptly as practicable, claims in accordance with Jefferies’ claim reporting procedures in effect immediately prior to the Effective Time (or in accordance with any modifications to such procedures after the Effective Time); (ii) SpinCo and its Affiliates shall indemnify, hold harmless and reimburse Jefferies and its Affiliates for any deductibles, self-insured retention, fees and expenses incurred by Jefferies or its Affiliates to the extent resulting from any access to, any claims made by SpinCo or any of its Affiliates under, any insurance provided pursuant to this Section 6.1, including any indemnity payments, settlements, judgments, legal fees and allocated claims expenses and claim handling fees, whether such claims are made by SpinCo, its employees or third Persons; and (iii) SpinCo shall exclusively bear (and neither Jefferies nor any member of the OpCo Group its Affiliates shall have any obligation to secure extended reporting repay or reimburse SpinCo or its Affiliates for) and shall be liable for all uninsured, uncovered, unavailable or uncollectible amounts of all such claims made on behalf of SpinCo or any of its Affiliates under the policies as provided for in this Section 6.1. (c) If Jefferies incurs costs to enforce SpinCo’s rights herein, SpinCo agrees to indemnify Jefferies for such enforcement costs, including attorneys’ fees. (d) Jefferies shall retain the exclusive right to control its insurance policies and programs, including the right to exhaust, settle, release, commute, buy-back or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any claims under SpinCo has made or could make in the future, and neither SpinCo nor any of OpCo’s its Affiliates shall, without the prior written consent of Jefferies, erode, exhaust, settle, release, commute, buyback or the OpCo Group claims-made or occurrence-reported liability otherwise resolve disputes with Jefferies’ insurers with respect to any of Jefferies’ insurance policies for any acts or omissions by Pinnacle or any member of the Pinnacle Group incurred prior and programs. Jefferies and SpinCo shall cooperate and share such information as is reasonably necessary in order to the Time of Distributionpermit each other to manage and conduct their insurance matters as each deems appropriate. (e) At the Effective Time, SpinCo shall have in effect all insurance programs required to comply with law or SpinCo’s contractual obligations and such other insurance policies as reasonably necessary or customary for companies operating in a business similar to the Vitesse Business. (f) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of either OpCo or any member of the OpCo Group Jefferies in respect of any of the OpCo insurance policies and programs policy or any other contract or policy of insurance.

Insurance Matters. (a) Pinnacle acknowledges Except as otherwise expressly provided in this Section 2.7 or any Ancillary Agreement, the Parties acknowledge and agree that from and after the Separation Time, LiveWire, and each other member of the LiveWire Group, shall cease to be an insured, and shall not have access to or any rights under, any insurance policies or self-insured programs or related policies or agreements of HD and each other member of the HD Group, regardless of whether such policies were applicable to the LiveWire Group prior to the Separation Time. Notwithstanding the foregoing, with respect to events, circumstances or occurrence relating to the LiveWire Group that occurred or existed prior to the Separation Time that are covered by insurance policies of the HD Group under which LiveWire and each other member of the LiveWire Group were insured on or prior to the Separation Time (the “Shared Policies”), LiveWire shall have the right to make claims, in each case, subject to the terms and conditions thereof; provided that LiveWire shall bear, and neither HD nor any other member of the HD Group, shall have any obligation to repay or reimburse LiveWire for, the amount of any deductibles, self-insured retentions and other out-of-pocket expenses incurred in connection with such claims under such occurrence-based policies with respect to any “pre claim” deductible. HD agrees, on its own behalf at XxxxXxxx’s request, to reasonably cooperate with LiveWire in the pursuit of such claims under the Shared Policies, in each case, at LiveWire’s sole cost and on behalf of each of the members of the Pinnacle Group, thatexpense. (b) Except as otherwise expressly provided in this Agreement or any Ancillary Agreement, from and after the Time Separation Time, LiveWire will acquire its own insurance policies covering the LiveWire Group and each of Distributiontheir respective directors, neither Pinnacle nor any members the Pinnacle Group shall have any rights to or under any of OpCo’s or the OpCo Group’ insurance policiesofficers and employees. (bc) At the Time The provisions of Distribution, all insurance policies (this Agreement are not intended to and rights and obligations thereunder) shall not relieve any insurer of any Liability under any policy. (d) No member of OpCo the HD Group or Pinnacle Groupany of its Affiliates will have any Liability whatsoever as a result of or in relation to the insurance policies, shall be retained by including the Shared Policies including as a result of (i) the level or transferred scope of any insurance, (ii) the creditworthiness of any insurance carrier, (iii) the terms and conditions of any policy, (iv) the adequacy or timeliness of any notice to a member any insurance carrier with respect to any claim or potential claim; (v) the administration, pursuit, or collection with respect to any claim; or (vi) the unavailability or denial of OpCo coverage for any other reason. (e) HD and the members of the HD Group, as applicable, will continue to own all insurance policies, insurance Contracts, and other than related insurance agreements of HD and members of the insurance policies acquired HD Group which are or were in effect at any time prior to the Time of Distribution by and in Separation Time, including the name of Pinnacle or its Subsidiaries pursuant to Section 6.3(c) hereofShared Policies. (c) At the Time of Distribution, Pinnacle shall, at GLPI’s cost, have in effect all insurance policies required to comply with Pinnacle’s statutory and contractual obligations and such other insurance policies (with such terms, conditions and limits) as are reasonably necessary or customary for companies operating a business similar to the Pinnacle Business. Such insurance policies include, in addition to any policies required pursuant to and in accordance with the Master Lease Agreement, general liability, commercial auto liability, workers’ compensation, employers liability, product liability, employment practices liability, employee dishonesty/crime, directors’ and officers’ liability and fiduciary liability. (d) Neither OpCo nor any member of the OpCo Group shall have any obligation to secure extended reporting for any claims under any of OpCo’s or the OpCo Group claims-made or occurrence-reported liability policies for any acts or omissions by Pinnacle or any member of the Pinnacle Group incurred prior to the Time of Distribution. (ef) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract Contract of insurance and shall not be construed to waive any right or remedy of either OpCo or any member members of the OpCo HD Group in respect of any of the OpCo insurance policies and programs policy or any other contract Contract or policy of insurance. (g) To the extent that any insurance policy provides for the reinstatement of policy limits, and both HD and LiveWire desire to reinstate such limits, the cost of reinstatement will be shared by HD and LiveWire as the Parties may agree. If either Party reasonably and in good faith determines that such reinstatement would not be beneficial, that Party shall not contribute to the cost of reinstatement. (h) For purposes of this Agreement, “Covered Matter” shall mean any matter with respect to which any member of the LiveWire Group (or its Affiliates) is entitled to pursue coverage under any Shared Policy pursuant to Section 2.7(a). If XxxxXxxx receives notice or otherwise learns of any Covered Matter, LiveWire shall promptly give HD written notice thereof. Any such notice shall describe the Covered Matter in reasonable detail. With respect to each Covered Matter and any Joint Claim, LiveWire shall have sole responsibility for reporting the claim to the insurance carrier and will provide a copy of such report to HD.

Insurance Matters. (a) Pinnacle acknowledges AS SpinCo does hereby, for itself and agreeseach other member of the Availability Group, agree that no member of the SDS Group or any SDS Indemnified Party shall have any Liability whatsoever as a result of the insurance policies and practices of Capital and its Subsidiaries as in effect at any time prior to the Distribution Date, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise. (b) The applicable member of the SDS Group shall continue to own all SDS Policies which were or are in effect at any time prior to the Distribution Date, other than insurance policies, insurance contracts and claim administration contracts established in contemplation of the AS Separation Transaction to cover only members of the Availability Group after the Distribution Date. Subject to the provisions of this Agreement, (i) the SDS Group shall retain all of their respective rights, benefits and privileges, if any, under the SDS Policies and (ii) coverage of the Availability Group under the SDS Policies shall cease as of the Distribution Date. Nothing contained herein shall be construed to be an attempted assignment of or a change to any party or the ownership of the SDS Policies. (c) Except as otherwise provided in any Ancillary Agreement, the Parties intend by this Agreement that AS SpinCo and each other member of the Availability Group be successors-in-interest to all rights that any member of the Availability Group may have as of the Distribution Date as a subsidiary, affiliate, division or department of SDS prior to the Distribution Date under any policy of insurance issued to SDS by any insurance carrier unaffiliated with SDS or under any agreements related to such policies executed and delivered prior to the Distribution Date, including any rights such member of the Availability Group may have, as an insured or additional named insured, subsidiary, affiliate, division or department, under any such policy of insurance or any such agreements related to such policies as in effect prior to the Distribution Date. At the request of AS SpinCo, SDS shall take all reasonable steps, including the execution and delivery of any instruments, to effect the foregoing; provided, however, that SDS shall not be required to pay any amounts, waive any rights or incur any Liabilities in connection therewith. (d) Except as otherwise contemplated by any Ancillary Agreement, after the Distribution Date, no Party or any member of their respective Groups shall, without the consent of the other, provide any such insurance carrier with a release, or amend, modify or waive any rights under any such policy or agreement, if such release, amendment, modification or waiver would adversely affect any rights or potential rights granted to any member of the other Group pursuant such policy or agreement; provided, however, that the foregoing shall not (i) preclude any member of either Group from presenting any claim or from exhausting any policy limit, (ii) require any member of either Group to pay any premium or other amount or to incur any Liability, or (iii) require any member of either Group to renew, extend or continue any policy in force. Each of AS SpinCo and SDS will share such information as is reasonably necessary in order to permit the other to manage and conduct its insurance matters in an orderly fashion. (e) From and after the Distribution Date, AS SpinCo shall be responsible for establishing and maintaining separate property damage and business interruption and liability insurance policies and programs (including general liability (whether primary, excess or umbrella), fiduciary liability, automobile, aircraft hull and liability, all risk property and casualty, directors and officers, employer’s liability, workers’ compensation, comprehensive crime, errors and omissions and property/boiler and machinery insurance policies) for activities and claims involving the Availability Group, in each case with commercially reasonable limits and deductibles or self-insured retentions. In furtherance of the foregoing, AS SpinCo shall purchase a six (6) year prepaid directors and officers “tail policy” covering individuals that were formerly directors or officers of a member of the Availability Group, on terms and conditions (in both amount and scope) providing substantially equivalent benefits, and from a carrier or carriers with comparable credit ratings, as the current directors and officers insurance policies of SDS. (f) All members of the SDS Group shall have the primary right, responsibility and authority for claims administration and financial administration of claims that relate to or affect the SDS Policies. Upon notification by AS SpinCo, one of its Subsidiaries or one of their respective officers, directors, employees or agents of a claim relating to AS SpinCo, one of its Subsidiaries or one of their respective officers, directors, employees or agents that AS SpinCo reasonably believes is covered under one or more of the SDS Policies, SDS shall cooperate with AS SpinCo in asserting and pursuing coverage and payment for such claim by the appropriate insurance carrier(s). In asserting and pursuing such coverage and payment, SDS shall have sole and absolute power and authority to make binding decisions, determinations, commitments and stipulations on its own behalf and on behalf of each AS SpinCo, its Subsidiaries and their respective officers, directors, employees and agents, which decisions, determinations, commitments and stipulations shall be final and conclusive; provided, however, that SDS shall first provide AS SpinCo with a reasonable opportunity to provide input on the matter, including the selection of legal counsel. AS SpinCo and its Subsidiaries shall assume responsibility for, and shall pay to the appropriate insurance carriers or otherwise, any premiums, retrospectively-rated premiums, defense costs, indemnity payments, deductibles, retentions or other charges (collectively, “Insurance Charges”) whenever arising, which shall become due and payable under the terms and conditions of any applicable SDS Policy in respect of any liabilities, losses, claims, actions or occurrences, whenever arising or becoming known, involving or relating to any of the members of Availability Business, the Pinnacle GroupAvailability Assets or the Availability Liabilities, that, from and whether prior to or after the Time Distribution Date. To the extent that the terms of Distribution, neither Pinnacle nor any members the Pinnacle Group applicable SDS Policy provide that SDS or any of its Subsidiaries shall have an obligation to pay or guarantee the payment of any rights Insurance Charges relating to AS SpinCo or under any of OpCo’s its Subsidiaries, SDS shall be entitled to demand that AS SpinCo make such payment directly to the Person or entity entitled thereto. In connection with any such demand, SDS shall submit to AS SpinCo a copy of any invoice received by SDS pertaining to such Insurance Charges together with reasonable supporting documentation, to the OpCo Group’ extent available. In the event that AS SpinCo fails to pay any such Insurance Charges when due and payable, SDS and its Subsidiaries may (but shall not be required to) pay such insurance policiescharges for and on behalf of AS SpinCo and, thereafter, AS SpinCo shall reimburse SDS for such payment. (b) At the Time of Distribution, all insurance policies (and rights and obligations thereunder) of any member of OpCo Group or Pinnacle Group, shall be retained by or transferred to a member of OpCo Group, as applicable, other than the insurance policies acquired prior to the Time of Distribution by and in the name of Pinnacle or its Subsidiaries pursuant to Section 6.3(c) hereof. (c) At the Time of Distribution, Pinnacle shall, at GLPI’s cost, have in effect all insurance policies required to comply with Pinnacle’s statutory and contractual obligations and such other insurance policies (with such terms, conditions and limits) as are reasonably necessary or customary for companies operating a business similar to the Pinnacle Business. Such insurance policies include, in addition to any policies required pursuant to and in accordance with the Master Lease Agreement, general liability, commercial auto liability, workers’ compensation, employers liability, product liability, employment practices liability, employee dishonesty/crime, directors’ and officers’ liability and fiduciary liability. (d) Neither OpCo nor any member of the OpCo Group shall have any obligation to secure extended reporting for any claims under any of OpCo’s or the OpCo Group claims-made or occurrence-reported liability policies for any acts or omissions by Pinnacle or any member of the Pinnacle Group incurred prior to the Time of Distribution. (eg) This Agreement shall is not be considered intended as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of either OpCo or any member of the OpCo SDS Group in respect of any of the OpCo insurance policies and programs policy or any other contract or policy of insurance.

Insurance Matters. (a) Pinnacle acknowledges Prior to the Effective Time, DDR and agrees, on its own behalf RVI shall use commercially reasonable efforts to either obtain separate insurance policies for RVI and on behalf of each of the relevant members of the Pinnacle Group, that, from RVI Group or ensure that RVI and after the Time relevant members of Distribution, neither Pinnacle nor any members the Pinnacle RVI Group shall have any rights to or are named insureds under any of OpCo’s or the OpCo Group’ insurance policies. (b) At the Time of Distribution, all existing insurance policies (and rights and obligations thereunder) of covering RVI or any member of OpCo the RVI Group or Pinnacle Group, (it being understood that RVI shall be retained by responsible for all premiums, costs and fees associated with any insurance policies covering RVI or transferred to a any member of OpCo Group, as applicable, other than the insurance policies acquired prior to the Time of Distribution by and in the name of Pinnacle or its Subsidiaries RVI Group pursuant to this Section 6.3(c) hereof. (c) 5.1(a), whether paid directly to any insurance provided or as reimbursement to DDR for amounts expended by it for such policies). At the Time of DistributionEffective Time, Pinnacle RVI shall, at GLPI’s costunless it has obtained the prior written consent of DDR, have in effect all insurance policies programs required to comply with PinnacleRVI’s statutory and contractual obligations (including, without limitation, the RVI Financing Arrangements) and such other insurance policies (with such terms, conditions and limits) required by Law or as are reasonably necessary or customary appropriate for companies operating a business similar to the Pinnacle BusinessRVI’s. Such insurance policies include, in addition programs may include but are not limited to any policies required pursuant to and in accordance with the Master Lease Agreement, general liability, commercial auto liability, workers’ worker’s compensation, employers employer’s liability, product product/completed operations liability, pollution legal liability, surety bonds, professional services liability, property, cargo, employment practices liability, employee dishonesty/crime, directors’ and officers’ liability and fiduciary liability. (db) From and after the Effective Time, with respect to any losses, damages and Liability incurred by any member of the RVI Group prior to the Effective Time DDR will provide RVI with access to, and RVI may, upon ten (10) days’ prior Notice to DDR, make claims under, DDR’s insurance policies in place prior to the Effective Time and DDR’s historical policies of insurance, but solely to the extent that such policies provided coverage for members of the RVI Group prior to the Effective Time; provided that such access to, and the right to make claims under, such insurance policies, shall be subject to the terms and conditions of such insurance policies, including any limits on coverage or scope, any deductibles and other fees and expenses, and shall be subject to the following additional conditions: (i) RVI shall report any claim to DDR, as promptly as practicable, and in any event in sufficient time so that such claim may be made in accordance with DDR’s claim reporting procedures in effect immediately prior to the Effective Time (or in accordance with any modifications to such procedures after the Effective Time communicated by DDR to RVI in writing); (ii) RVI and the members of the RVI Group shall exclusively bear and be liable for (and neither DDR nor any members of the DDR Group shall have any obligation to repay or reimburse RVI or any member of the RVI Group for), and shall indemnify, hold harmless and reimburse DDR and the members of the DDR Group for, any deductibles, self-insured retention, fees and expenses to the extent resulting from any access to, or any claims made by RVI or any other members of the RVI Group or otherwise made in respect of losses of the RVI Business under, any insurance provided pursuant to this Section 5.1(b), including any indemnity payments, settlements, judgments, legal fees and allocated claims expenses and claim handling fees, whether such claims are made by members of the RVI Group, its employees or Third Party; and (iii) RVI shall exclusively bear and be liable for (and neither DDR nor any members of the DDR Group shall have any obligation to repay or reimburse RVI or any member of the RVI Group for) all uninsured, uncovered, unavailable or uncollectible amounts of all such claims made by RVI or any member of the RVI Group under the policies as provided for in this Section 5.1(c). (c) Neither OpCo RVI nor any member of the OpCo RVI Group, in connection with making a claim under any insurance policy of DDR or any member of the DDR Group pursuant to this Section 5.1, shall take any action that would be reasonably likely to (i) have an adverse impact on the then-current relationship between DDR or any member of the DDR Group, on the one hand, and the applicable insurance company, on the other hand; (ii) result in the applicable insurance company terminating or reducing coverage, or increasing the amount of any premium owed by DDR or any member of the DDR Group under the applicable insurance policy; or (iii) otherwise compromise, jeopardize or interfere with the rights of DDR or any member of the DDR Group under the applicable insurance policy. (d) All payments and reimbursements by RVI pursuant to this Section 5.1 will be made within fifteen (15) days after RVI’s receipt of an invoice therefor from DDR. If DDR incurs costs to enforce RVI’s obligations herein, RVI agrees to indemnify and hold harmless DDR for such enforcement costs, including reasonable attorneys’ fees pursuant to Section 4.6(b). DDR shall retain the exclusive right to control its insurance policies and programs, including the right to exhaust, settle, release, commute, buyback or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any RVI Liabilities and/or claims RVI has made or could make in the future, and no member of the RVI Group shall erode, exhaust, settle, release, commute, buyback or otherwise resolve disputes with DDR’s insurers with respect to any of DDR’s insurance policies and programs, or amend, modify or waive any rights under any such insurance policies and programs. RVI shall cooperate with DDR and share such information as is reasonably necessary in order to permit DDR to manage and conduct its insurance matters as it deems appropriate. Neither DDR nor any of the members of the DDR Group shall have any obligation to secure extended reporting for any claims under any Liability policies of OpCo’s DDR or any member of the OpCo DDR Group claims-made or occurrence-reported liability policies for any acts or omissions by Pinnacle or any member of the Pinnacle RVI Group incurred prior to the Time of DistributionEffective Time. (e) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance RVI does hereby, for itself and shall not be construed to waive any right or remedy of either OpCo or any each other member of the OpCo Group in respect of any RVI Group, agree that no member of the OpCo DDR Group shall have any Liability whatsoever as a result of the insurance policies and programs practices of DDR and the members of the DDR Group as in effect at any time, including as a result of the level or scope of any other contract such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or policy timeliness of insuranceany notice to any insurance carrier with respect to any claim or potential claim or otherwise.

Insurance Matters. HNC, Retek and RIS shall use reasonable efforts to maintain in full force and effect at all times up to and including the Closing Date all property and casualty insurance programs currently maintained by HNC, Retek or RIS as of the Effective Date, including, without limitation, primary and excess general liability, automobile, workers' compensation, property and crime insurance policies (acollectively, the "Policies" and individually, a "Policy"). HNC and its subsidiaries shall retain, with respect to any Covered Claims set forth on Schedule 3.1(k) Pinnacle acknowledges relating to periods prior to the Closing Date, all of their respective rights, benefits and agreesprivileges, if any, under such Policies. (i) Except to the extent otherwise expressly provided in the Services Agreement, commencing on and as of the Closing Date, Retek (for itself and for RIS) shall be responsible for establishing and for maintaining its own behalf separate insurance programs (including, without limitation, primary and excess general liability, automobile, workers' compensation, property, director and officer liability, errors and omissions, fire, crime, surety and other similar insurance policies) for activities, losses and claims relating to any period on or after the Closing Date involving Retek, RIS or any other member of the Retek Group. Notwithstanding any other agreement or understanding to the contrary, except as expressly otherwise provided in the Services Agreement or in Section 3.1(k)(ii) with respect to claims administration and financial administration of the Policies, neither HNC nor any of its subsidiaries shall have any responsibility for or obligation to Retek or its subsidiaries relating to liability and casualty insurance matters for any period, whether prior to, at or after the Closing Date; (ii) HNC shall be responsible for the claims administration and financial administration of all Policies for Covered Claims relating to the assets, ownership or operation of the Retek Business prior to the Closing Date. Retek shall be responsible for all administrative and financial matters relating to insurance policies established and maintained by Retek and RIS for claims relating to any period on or after the Closing Date involving Retek or RIS or any other member of the Retek Group. (iii) Retek shall promptly notify HNC of any claim (including any Covered Claim) relating to Retek or RIS under one or more of the Policies relating to a period prior to the Closing Date, and Retek and RIS agree to cooperate and coordinate with HNC concerning any strategy HNC may reasonably elect to pursue to secure coverage and payment for such claim by the appropriate insurance carrier. Notwithstanding anything contained herein, in any other agreement or applicable Policy or any understanding to the contrary, except to the extent otherwise expressly provided in the Services Agreement, Retek assumes responsibility for, and shall pay to the appropriate insurance carriers or otherwise, any premiums, retrospectively-rated premiums, defense costs, indemnity payments, deductibles, retentions or other charges, as appropriate (collectively, "Insurance Charges"), whenever arising, which shall become due and payable under the terms and conditions of any applicable Policy in respect of any liabilities, losses, claims, actions or occurrences, whenever arising or becoming known, involving or relating to any of the assets, businesses, operations or liabilities of Retek or RIS during the period after the Closing Date. To the extent that the terms of any applicable Policy provide that HNC or a subsidiary thereof, as appropriate, shall have an obligation to pay or guarantee the payment of any Insurance Charges for which Retek has assumed responsibility in the preceding sentence, HNC or such subsidiary shall be entitled to demand that Retek or RIS make such payment directly to the person or entity entitled thereto. In connection with any such demand, HNC shall submit to Retek or RIS a copy of any invoice received by HNC or a subsidiary pertaining to such Insurance Charges, together with appropriate supporting documentation, if available. If Retek or its subsidiary fails to pay any such Insurance Charges when due and payable, whether at the request of the party entitled to payment or upon demand by HNC or a subsidiary of HNC, HNC or a subsidiary of HNC may (but shall not be required to) pay such Insurance Charges for and on behalf of each of the members of the Pinnacle Group, that, from and after the Time of Distribution, neither Pinnacle nor any members the Pinnacle Group shall have any rights to or under any of OpCo’s or the OpCo Group’ insurance policies. (b) At the Time of Distribution, all insurance policies (and rights and obligations thereunder) of any member of OpCo Group or Pinnacle Group, shall be retained by or transferred to a member of OpCo Group, as applicable, other than the insurance policies acquired prior to the Time of Distribution by and in the name of Pinnacle Retek or its Subsidiaries pursuant to Section 6.3(c) hereof. (c) At the Time subsidiary and, thereafter, Retek or its subsidiary shall forthwith reimburse HNC or such subsidiary of Distribution, Pinnacle shall, at GLPI’s cost, have in effect all insurance policies required to comply with Pinnacle’s statutory and contractual obligations and HNC for such other insurance policies (with such terms, conditions and limits) as are reasonably necessary or customary for companies operating a business similar to the Pinnacle Business. Such insurance policies include, in addition to any policies required pursuant to and in accordance with the Master Lease Agreement, general liability, commercial auto liability, workers’ compensation, employers liability, product liability, employment practices liability, employee dishonesty/crime, directors’ and officers’ liability and fiduciary liability. (d) Neither OpCo nor any member of the OpCo Group shall have any obligation to secure extended reporting for any claims under any of OpCo’s or the OpCo Group claims-made or occurrence-reported liability policies for any acts or omissions by Pinnacle or any member of the Pinnacle Group incurred prior to the Time of Distribution. (e) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of either OpCo or any member of the OpCo Group in respect of any of the OpCo insurance policies and programs or any other contract or policy of insurance.payment; and

Insurance Matters. (a) Pinnacle acknowledges Brink’s and agreesBHS agree to cooperate in good faith to provide for an orderly transition of insurance coverage from the date hereof through the Distribution Date and for the treatment of any Insurance Policies that will remain in effect following the Distribution Date on a mutually agreeable basis. In no event shall Brink’s, on its own behalf and on behalf of each any other member of the members of the Pinnacle Group, that, from and after the Time of Distribution, neither Pinnacle nor any members the Pinnacle Group shall have any rights to or under any of OpCoBrink’s or the OpCo Group’ insurance policies. (b) At the Time of Distribution, all insurance policies (and rights and obligations thereunder) of any member of OpCo Group or Pinnacle Group, shall be retained by any Brink’s Indemnitee have liability or transferred obligation whatsoever to a member of OpCo Group, as applicable, other than the insurance policies acquired prior to the Time of Distribution by and in the name of Pinnacle or its Subsidiaries pursuant to Section 6.3(c) hereof. (c) At the Time of Distribution, Pinnacle shall, at GLPI’s cost, have in effect all insurance policies required to comply with Pinnacle’s statutory and contractual obligations and such other insurance policies (with such terms, conditions and limits) as are reasonably necessary or customary for companies operating a business similar to the Pinnacle Business. Such insurance policies include, in addition to any policies required pursuant to and in accordance with the Master Lease Agreement, general liability, commercial auto liability, workers’ compensation, employers liability, product liability, employment practices liability, employee dishonesty/crime, directors’ and officers’ liability and fiduciary liability. (d) Neither OpCo nor any member of the OpCo BHS Group shall have any obligation to secure extended reporting for any claims under any of OpCo’s or the OpCo Group claims-made or occurrence-reported liability policies for any acts or omissions by Pinnacle or any member of BHS Indemnitee in the Pinnacle Group incurred prior to the Time of Distribution. (e) This Agreement shall not be considered as an attempted assignment of event that any policy of insurance Insurance Policy or as a contract of insurance and shall not be construed to waive any right or remedy of either OpCo or any member of the OpCo Group in respect of any of the OpCo insurance policies and programs or any other contract or policy of insuranceinsurance shall be terminated or otherwise cease to be in effect for any reason, shall be unavailable or inadequate to cover any Liability of any member of the BHS Group or any BHS Indemnitee for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. (i) Except as otherwise provided in any Ancillary Agreement, the Parties intend by this Agreement that BHS and each other member of the BHS Group be successors-in-interest to all rights that any member of the BHS Group may have as of the Distribution Date as a subsidiary, affiliate, division or department of Brink’s prior to the Distribution Date under any policy of insurance issued to Brink’s or any other member of the Brink’s Group by any insurance carrier or under any agreements related to such policies executed and delivered prior to the Distribution Date, including any rights such member of the BHS Group may have, as an insured or additional named insured, subsidiary, affiliate, division or department, to avail itself of any such policy of insurance or any such agreements related to such policies as in effect prior to the Distribution Date. At the request of BHS, Brink’s shall take all reasonable steps, including the execution and delivery of any instruments, to effect the foregoing; provided, however, that Brink’s shall not be required to pay any amounts, waive any rights or incur any Liabilities in connection therewith. (ii) Except as otherwise contemplated by any Ancillary Agreement, after the Distribution Date, Brink’s (and each other member of the Brink’s Group) and BHS (and each other member of the BHS Group) shall not, without the consent of BHS or Brink’s, respectively, provide any such insurance carrier with a release or amend, modify or waive any rights under any such policy or agreement, if such release, amendment, modification or waiver thereunder would adversely affect any rights or potential rights of any member of the Group of the other Party; provided, however, that the foregoing shall not (A) preclude any member of any Group from presenting any claim or from exhausting any policy limit, (B) require any member of any Group to pay any premium or other amount or to incur any Liability or (C) require any member of any Group to renew, extend or continue any policy in force. Each of Brink’s and BHS will share such information as is reasonably necessary in order to permit the other to manage and conduct its insurance matters in an orderly fashion.

Insurance Matters. (a) Pinnacle acknowledges From and after the Distribution Time, except as expressly provided herein, the SpinCo Group and the SpinCo Business shall cease to be insured by Moon’s Insurance Policies. For the avoidance of doubt, Moon shall retain all rights to control its Insurance Policies, including the right to exhaust, settle, release, or otherwise resolve disputes with respect to any of its Insurance Policies notwithstanding whether any such Insurance Policies apply to any Liabilities of any member of the SpinCo Group; provided, however, that Moon shall take no action to commute, buy back or otherwise modify any Insurance Policy to which SpinCo is entitled to rights pursuant to Section 2.2(a)(vii), in a manner that would adversely affect the SpinCo Group or the SpinCo Business without the prior written consent of Clover (SpinCo Group), which consent will not be unreasonably withheld, or without making adequate provision for such rights of SpinCo Group or SpinCo businesses. For the avoidance of doubt, SpinCo shall be responsible for securing all Insurance Policies that it considers appropriate for the SpinCo Business and the operation thereof by the SpinCo Group and for promptly providing evidence thereof, as may be required, to third parties under any Contract. SpinCo agrees to arrange for its own Insurance Policies with respect to the SpinCo Business and the SpinCo Group covering all periods. SpinCo agrees, on its own behalf and on behalf of itself and each member of the members of the Pinnacle SpinCo Group, that, from and after the Time of DistributionDistribution Time, neither Pinnacle nor not to seek through any members the Pinnacle Group shall have means to benefit from and not to assert any rights right, claim or interest in, to or under, any Insurance Policies of any member of the Moon Group, except as permitted under any of OpCo’s Section 7.3(b) or the OpCo Group’ insurance policiesTender Agreement. (b) At For any claim asserted against SpinCo or any other member of the SpinCo Group after the Effective Time arising out of Distributionany occurrence, all claim, loss, injury or damage taking place prior to the Effective Time (“Post-Closing Claims”), SpinCo and each other member of the SpinCo Group may access coverage under the Pre-Closing Occurrence-Based Policies for such claims (it being understood that any retrospective premiums, deductibles or similar obligations arising from such any corresponding insurance policies (and rights and obligations thereunder) claims by or on behalf of any member of OpCo the SpinCo Group or Pinnacle Group, under the Pre-Closing Occurrence-Based Policies shall be retained borne by the SpinCo Group). From and after the Effective Time, if SpinCo or transferred any member of the SpinCo Group determines to submit a Post-Closing Claim for coverage under the Pre-Closing Occurrence-Based Policies, SpinCo shall provide a written request to Moon and shall promptly thereafter provide Moon with all information to be included with such Post-Closing Claim. Moon shall promptly, following receipt of such information, submit the applicable Post-Closing Claim under the applicable Pre-Closing Occurrence-Based Policies. Moon thereafter shall use its best efforts to secure insurance coverage for SpinCo/Clover for the Post-Closing Claim under the Pre-Closing Occurrence-Based Policies. In doing so, Moon will undertake reasonable best efforts to get its insurers to accept and pay defense and indemnity costs for the Post-Closing Claim, but in no event will Moon guarantee results and in no event will Moon be liable for Post-Closing Claim costs that are not covered by insurance. In no event will Moon be obligated to initiate at its own costs or bear the costs of coverage litigation. Nor shall Moon be obligated to initiate any coverage litigation that would adversely affect Moon’s rights. No SpinCo Group Member shall be entitled to make claims directly to any Pre-Closing Occurrence-Based Policies and in connection with any Post-Closing Claim. SpinCo or the other member(s) of the SpinCo Group shall be responsible for the satisfaction or payment of any applicable retention, deductible or retrospective premium with respect to any Post-Closing Claim. Subject to the immediately following sentence, any Insurance Proceeds received by a member of OpCo Group, the Moon Group in respect of a Post-Closing Claim shall be promptly transmitted to SpinCo or another member of the SpinCo Group designated by SpinCo. In the event that a Post-Closing Claim is a Mixed Action or a Mixed Asbestos Claim (as applicable, other than the insurance policies acquired prior to the Time of Distribution by and defined in the name of Pinnacle Tender Agreement) for which Moon or its Subsidiaries pursuant and SpinCo or other member of the SpinCo Group are seeking coverage under Pre-Closing Occurrence-Based Policies, and the limits under an applicable Pre-Closing Occurrence-Based Policy are not sufficient to Section 6.3(cfund all covered claims of SpinCo or any other member of the SpinCo Group (as applicable) hereofand Moon or its Subsidiaries (as applicable), amounts due under such a Pre-Closing Occurrence-Based Policy shall be paid to the respective Persons in proportion to the amounts that otherwise would be due were the limits of liability infinite. (c) At Nothing in this Section 7.3 will be construed to alter or limit in any way the Time indemnity obligations of Distributionthe Parties, Pinnacle shall, at GLPI’s cost, have including those in effect all insurance policies required to comply with Pinnacle’s statutory and contractual obligations and such this Agreement or any other insurance policies (with such terms, conditions and limits) as are reasonably necessary or customary for companies operating a business similar to the Pinnacle Business. Such insurance policies include, in addition to any policies required pursuant to and in accordance with the Master Lease Agreement, general liability, commercial auto liability, workers’ compensation, employers liability, product liability, employment practices liability, employee dishonesty/crime, directors’ and officers’ liability and fiduciary liabilityTransaction Document. (d) Neither OpCo nor any member For the avoidance of the OpCo Group shall have any obligation to secure extended reporting for any claims under any of OpCo’s or the OpCo Group claims-made or occurrence-reported liability policies for any acts or omissions by Pinnacle or any member of the Pinnacle Group incurred prior doubt, notwithstanding anything in this Section 7.3 to the Time of Distributioncontrary, insurance coverage rights and obligations with respect to Excluded Asbestos Liabilities and Specified Asbestos Liabilities are governed by the Tender Agreement. (e) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of either OpCo or any member of the OpCo Group in respect of any of the OpCo insurance policies and programs or any other contract or policy of insurance.

Insurance Matters. (a) Pinnacle acknowledges Prior to the Effective Time, SITC and agrees, on its own behalf CURB shall use commercially reasonable efforts to either obtain separate insurance policies for CURB and on behalf of each of the relevant members of the Pinnacle Group, that, from CURB Group or ensure that CURB and after the Time relevant members of Distribution, neither Pinnacle nor any members the Pinnacle CURB Group shall have any rights to or are named insureds under any of OpCo’s or the OpCo Group’ insurance policies. (b) At the Time of Distribution, all existing insurance policies (and rights and obligations thereunder) of covering CURB or any member of OpCo Group or Pinnacle the CURB Group, shall be retained by or transferred to a member of OpCo Group, as applicable, other than the insurance policies acquired prior to the Time of Distribution by and in the name of Pinnacle or its Subsidiaries pursuant to Section 6.3(c) hereof. (c) At the Time of Distribution, Pinnacle shall, at GLPI’s cost, have in effect all insurance policies required to comply with Pinnacle’s statutory and contractual obligations and such other insurance policies (with such terms, conditions and limits) as are reasonably necessary or customary for companies operating a business similar to the Pinnacle Business. Such insurance policies include, in addition programs may include but are not limited to any policies required pursuant to and in accordance with the Master Lease Agreement, general liability, commercial auto liability, workers’ compensation, employers employer’s liability, product pollution legal liability, professional services liability, property, employment practices liability, employee dishonesty/crime, directors’ and officers’ liability and fiduciary liability. (db) Neither OpCo nor From and after the Effective Time, with respect to any losses, damages and Liability incurred by any member of the OpCo CURB Group or the SITC Group, as the case may be, prior to the Effective Time, that is a CURB Liability, in the case of a member of the CURB Group, or that is a SITC Liability, in the case of a member of the SITC Group, SITC or CURB, as the case may be, will provide the applicable member of the Group of the other Party with respect to insurance coverage afforded to such other Party prior to the Effective Time (the “Claimant Party”) with access to, and such Claimant Party may, upon 10 days’ prior Notice to the other Party (the “Insured Party”), make claims under, such Insured Party’s insurance policies in place prior to the Effective Time and such Insured Party’s historical policies of insurance, but solely to the extent that such policies provided coverage for members of the Group of the Claimant Party prior to the Effective Time; provided that such access to, and the right to make claims under, such insurance policies, shall be subject to the terms and conditions of such insurance policies, including any limits on coverage or scope, any deductibles and other fees and expenses, and shall be subject to the following additional conditions: (i) The Claimant Party shall use its commercially reasonable efforts to report any claim to the Insured Party, as promptly as practicable, and in any event in sufficient time so that such claim may be made in accordance with Insured Party ’s claim reporting procedures in effect immediately prior to the Effective Time (or in accordance with any modifications to such procedures after the Effective Time communicated by the Insured Party’s Group to the Claimant Party’s Group in writing); (ii) The Claimant Party and the members of its Group shall exclusively bear and be liable for (and neither the Insured Party nor any members of its Group shall have any obligation to secure extended reporting for any claims under any of OpCo’s repay or reimburse the OpCo Group claims-made or occurrence-reported liability policies for any acts or omissions by Pinnacle Claimant Party or any member of its Group for), and shall indemnify, hold harmless and reimburse the Pinnacle Insured Party and the members of its Group incurred prior for, any deductibles, self-insured retention, fees and expenses to the Time extent resulting from any access to, or any claims made by the Claimant Party or any other members of Distributionits Group or otherwise made in respect of losses of the CURB Business, in the event that the Claimant Party is CURB or any other member of the CURB Group, or the SITC Business, in the event that the Claimant Party is SITC or any other member of the SITC Group, under, any insurance provided pursuant to this Section 5.1(b), including any indemnity payments, settlements, judgments, legal fees and allocated claims expenses and claim handling fees, whether such claims are made by members of the Claimant Party’s Group, its employees or Third Party; and (iii) The Claimant Party shall exclusively bear and be liable for (and neither the Insured Party nor any members of its Group shall have any obligation to repay or reimburse the Claimant Party or any member of its Group for) all uninsured, uncovered, unavailable or uncollectible amounts of all such claims made by the Claimant Party or any member of its Group under the policies as provided for in this Section 5.1(b). (c) Neither the Claimant Party nor any member of its Group, in connection with making a claim under any insurance policy of the Insured Party or any member of its Group pursuant to this Section 5.1, shall take any action that would be reasonably likely to (i) have a material and adverse impact on the then-current relationship between the Insured Party or any member of its Group, on the one hand, and the applicable insurance company, on the other hand; (ii) result in the applicable insurance company terminating or materially reducing coverage, or materially increasing the amount of any premium owed by the Insured Party or any member of its Group under the applicable insurance policy; or (iii) otherwise compromise, jeopardize or interfere in any material respect with the rights of the Insured Party or any member of its Group under the applicable insurance policy; provided that neither the Claimant Party nor any member of its Group making a claim pursuant Section 5.1(b) shall be deemed to be an action that triggers the foregoing clauses (i), (ii) or (iii). (d) All payments and reimbursements by the Claimant Party pursuant to this Section 5.1 will be made within 30 days after the Claimant Party’s receipt of an invoice therefor from the Insured Party. If the Insured Party incurs costs to enforce the Claimant Party’s obligations herein, the Claimant Party will indemnify and hold harmless the Insured Party for such enforcement costs, including reasonable attorneys’ fees pursuant to Section 4.6(b). Each Party shall retain the exclusive right to control its insurance policies and programs, including the right to exhaust, settle, release, commute, buyback or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, except that neither Party shall settle, release, commute or otherwise eliminate the coverage available under any such policies or programs that applies to any other Party’s Group’s Liabilities without the other Party’s written consent (not to be unreasonably withheld, conditioned or delayed). Each Party shall cooperate with the other Party and share such information as is reasonably necessary in order to permit such Party to manage and conduct its insurance matters as it deems appropriate. (e) This Each of CURB and SITC does hereby, for itself and each other member of its Group, agree that no member of the other Party’s Group shall have any Liability whatsoever as a result of the insurance policies and practices of the other Party and the members of the other Party’s Group as in effect at any time, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise. (f) The provisions of this Agreement are not intended to relieve any insurer of any Liability under any policy. Nothing in this Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of either OpCo or any member of the OpCo Group in respect of any of the OpCo insurance policies and programs or any other contract or policy Contract of insurance.

Insurance Matters. (a) Pinnacle CareFusion acknowledges and agrees, on its own behalf and on behalf of each other member of the members of the Pinnacle CareFusion Group, that, from and after the Time of DistributionEffective Time, neither Pinnacle CareFusion nor any members member of the Pinnacle CareFusion Group shall have any rights to or under any of OpCoCardinal Health’s or the OpCo Groupits Affiliates’ insurance policies. (b) At the Time of Distribution, all insurance policies (and rights and obligations thereunder) of any member of OpCo Group or Pinnacle Group, shall be retained by or transferred to a member of OpCo Group, as applicable, other than the any insurance policies acquired prior to the Effective Time of Distribution directly by and in the name of Pinnacle a member of the CareFusion Group or as expressly provided in this Section 6.3 or in the Employee Matters Agreement. (b) Notwithstanding Section 6.3(a), from and after the Effective Time, with respect to any losses, damages and liability incurred by any member of the CareFusion Group prior to the Effective Time, Cardinal Health will provide CareFusion with access to, and CareFusion may make claims under: (i) Cardinal Health’s or its Subsidiaries Affiliates’ third-party occurrence insurance policies (other than any Pre-Cardinal Health Insurance Policies) solely to the extent that such policies cover any (x) workers’ compensation, auto liability, general liability and property claims incurred prior to the Effective Time or (y) product liability claims incurred prior to June 30, 2004; (ii) Cardinal Health’s or its Affiliates’ third-party insurance policies (other than any Pre-Cardinal Health Insurance Policies) solely to the extent that such policies cover (x) employment practices liability, professional services liability and employee dishonesty/crime liability for covered claims reported to insurers prior to the Effective Time or (y) product liability for covered claims incurred on or after June 30, 2004 and reported to insurers prior to the Effective Time; (iii) Pre-Cardinal Health Insurance Policies that are occurrence insurance policies, including such policies that cover workers’ compensation, auto liability, general liability, product liability and property claims, solely to the extent that such Pre-Cardinal Health Insurance Policies cover claims incurred prior to the date that such policies were terminated; (iv) Pre-Cardinal Health Insurance Policies for product liability, employment practices liability and professional services liability for covered claims solely to the extent that such claims are reported to insurers during any extended reported periods that have not yet expired; and (v) Cardinal Health’s or its Affiliates’ fiduciary liability insurance policies for covered claims reported on, before or after the Effective Time, but only for wrongful acts which take place on or prior to the Effective Time; provided, that, in the case of each of clause (i), (ii), (iii), (iv) and (v), such access to, and the right to make claims under such insurance policies, shall be subject to the terms and conditions of such insurance policies, including any limits on coverage or scope, any deductibles and other fees and expenses, and shall be subject to the following additional conditions: (A) CareFusion shall report, as promptly as practicable (1) claims under the workers’ compensation policy in accordance with Cardinal Health’s claim reporting procedures in effect immediately prior to the Effective Time, (2) claims under all other policies (other than the Pre-Cardinal Health Insurance Policies) to the Corporate Risk Management Department of Cardinal Health and (3) claims under the Pre-Cardinal Health Insurance Policies directly to the applicable insurance company; (B) CareFusion shall indemnify, hold harmless and reimburse Cardinal Health and its Affiliates for any deductibles and self-insured retention incurred by Cardinal Health or its Affiliates to the extent resulting from any access to, any claims made by CareFusion or any of its Affiliates under, any insurance provided pursuant to Section 6.3(c6.3(b)(i) hereofand Section 6.3(b)(ii), including any indemnity payments, settlements, judgments, legal fees and allocated claims expenses and claim handling fees, whether such claims are made by CareFusion, its employees or third Persons; provided, further, that such indemnification and reimbursement obligation shall not apply to any deductibles or self-insured retention resulting from claims under Cardinal Health’s or its Affiliates’ workers’ compensation, auto liability, and general liability (other than product liability) insurance policies with policy effective dates of June 30, 2002 or earlier; (C) CareFusion shall exclusively bear and be responsible for (and Cardinal Health shall have no obligation to repay or reimburse CareFusion or any of its Affiliates for) and pay the applicable insurers as required under the applicable insurance policies for any and all costs as a result of having access to, or making claims under, any insurance provided pursuant to Section 6.3(b)(iii) and Section 6.3(b)(iv), including any deductibles and self-insured retention associated with such claims, retrospective, retroactive or prospective premium adjustments associated with the applicable insurance policies, catastrophic coverage charges, overhead, claim handling and administrative costs, Taxes, surcharges, state assessments, reinsurance costs, other related costs and claim payments, relating to all open, closed, re-opened claims covered by the applicable policies, whether such claims are made by CareFusion, its employees or third Persons; and (D) CareFusion shall exclusively bear (and Cardinal Health shall have no obligation to repay or reimburse CareFusion or its Affiliates for) and shall be liable for all uninsured, uncovered, unavailable or uncollectible amounts of all such claims made by CareFusion or any of its Affiliates under the policies as provided for in this Section 6.3(b). (c) Any payments, costs and adjustments required pursuant to Section 6.3(b) (other than payments, costs and adjustments with respect to Pre-Cardinal Health Insurance Policies, which payments, costs and adjustments shall be paid by CareFusion directly to the applicable insurers) shall be billed by Cardinal Health to CareFusion on a monthly basis and payable within thirty (30) days from receipt of invoice. If payment is not made within ninety (90) days of invoice, the outstanding amount will accrue interest from and including the ninetieth (90th) day following the date of the invoice to (but excluding) the date of payment at a rate per annum equal to nine percent (9%). If Cardinal Health incurs costs to enforce CareFusion’s obligations herein, CareFusion agrees to indemnify Cardinal Health for such enforcement costs, including attorneys’ fees. (d) Except for deductible reimbursement for workers’ compensation, automobile liability and general liability under controlling policies with effective dates of June 30, 2001 or earlier that are subject to Loss Portfolio Transfer Policy No. EIC-0203-009 and for workers’ compensation, automobile liability, hired auto PD and general liability that are subject to Deductible Reimbursement Policy No. EIC-0203-001 with an effective date of June 30, 2002, CareFusion acknowledges and agrees on its own behalf, and on behalf of each other member of the CareFusion Group, that neither CareFusion nor any member of the CareFusion Group shall have any right or claim against Cardinal Health or any of its Affiliates (including EPIC Insurance Company (“EPIC”)) for reimbursement, payment or any other obligation arising from any EPIC insurance policy covering CareFusion or any member of the CareFusion Group, and hereby irrevocably releases, as of the Effective Time, Cardinal Health and its Affiliates (including EPIC) from all of the duties, obligations, responsibilities and liabilities, known or unknown, reported or not reported, imposed upon Cardinal Health or any of its Affiliates (including EPIC) to the extent resulting from, relating to or arising out of any EPIC insurance policy covering CareFusion or any member of the CareFusion Group, without recourse to Cardinal Health or any of its Affiliates (including EPIC). (e) Cardinal Health shall retain the exclusive right to control its insurance policies and programs, including the right to exhaust, settle, release, commute, buy-back or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any CareFusion Liabilities and/or claims CareFusion has made or could make in the future, and no member of the CareFusion Group shall, without the prior written consent of Cardinal Health, erode, exhaust, settle, release, commute, buy-back or otherwise resolve disputes with Cardinal Health’s insurers with respect to any of Cardinal Health’s insurance policies and programs, or amend, modify or waive any rights under any such insurance policies and programs. CareFusion shall cooperate with Cardinal Health and share such information as is reasonably necessary in order to permit Cardinal Health to manage and conduct its insurance matters as it deems appropriate. In addition, CareFusion must pursue rights of recovery on all product liability claims or loss at all times that CareFusion has the ability to mitigate a product liability claim or loss via contract or tort. (f) At the Time of DistributionEffective Time, Pinnacle shall, at GLPI’s cost, CareFusion shall have in effect all insurance policies programs required to comply with PinnacleCareFusion’s statutory and contractual obligations and such other insurance policies (with such terms, conditions and limits) as are reasonably necessary or customary for companies operating a business similar to the Pinnacle BusinessCareFusion’s. Such insurance policies include, in addition to any policies required pursuant to and in accordance with the Master Lease Agreement, programs include general liability, commercial auto liability, workers’ compensation, employers liability, product liability, professional services liability, property, cargo, employment practices liability, employee dishonesty/crime, aircraft hull and liability, directors’ and officers’ liability, fiduciary liability and fiduciary liabilityspecial accident. (dg) Neither OpCo nor any CareFusion agrees, on its own behalf and on behalf of each other member of the OpCo Group CareFusion Group, that, from the Effective Time until the sixth (6th) anniversary of the Effective Time, Cardinal Health and its Affiliates shall be named as additional insureds or loss payee, whichever is appropriate, under any of CareFusion’s or its Affiliates’ insurance policies for product liability, foreign liability, employment practices liability, professional services liability, fiduciary liability and employee dishonesty/crime liability in respect of any Cardinal Health Liability arising out of the CareFusion Business (including any CareFusion products) or any wrongful act or omissions prior to the Effective Time. CareFusion shall indemnify, hold harmless and reimburse Cardinal Health and its Affiliates for any and all costs incurred by Cardinal Health or its Affiliates to the extent resulting from any CareFusion’s or its Affiliates’ insurance policies in which Cardinal Health or any of its Affiliates are named as additional insureds, including any deductibles, self-insured retentions or uninsured losses. (h) Except as otherwise provided in Section 6.3(i), Cardinal Health or any if its Affiliates shall have any no obligation to secure extended reporting for any claims under any of OpCoCardinal Health’s or the OpCo Group its Affiliates’ claims-made or occurrence-reported liability policies for any acts or omissions by Pinnacle or any member of the Pinnacle CareFusion Group incurred prior to the Time of DistributionEffective Time. (ei) Prior to the Effective Time, Cardinal Health shall obtain and fully pay for a directors and officers liability run-off insurance policy, for claims made after the Effective Time covering wrongful acts which take place on or prior to the Effective Time and arising out of or relating to the entities and business that are part of the CareFusion Group as of immediately after the Effective Time, with a policy period of at least six (6) years from and after the Effective Time, covering (i) current as of the Effective Time and former directors and officers of Cardinal Health, (ii) current as of the Effective Time and former directors and officers of the entities and business that are part of the CareFusion Group as of immediately after the Effective Time, (iii) current as of the Effective Time and former Cardinal Health employees for securities claims and (iv) Cardinal Health and its Affiliates and the entities and business that are part of the CareFusion Group as of immediately after the Effective Time and its Affiliates for securities claims. Such directors and officers liability run-off insurance policy shall be materially consistent with the directors and officers liability insurance policy currently maintained by Cardinal Health (except for the policy period and provisions excluding coverage for wrongful acts occurring after the Effective Time); provided, that Cardinal Health may substitute therefor policies with an insurer with a minimum A- VII A.M Best financial strength rating and with at least the same coverage, limits, retentions and containing terms and conditions which are, in the aggregate, no less advantageous to the covered directors, officers, employees and entities; provided, further, that Cardinal Health shall not be required to pay the one-time run-off premium in excess of one hundred fifty percent (150%) of the estimated run-off premium of two million dollars ($2,000,000). (j) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of either OpCo or any member of the OpCo Cardinal Health Group in respect of any of the OpCo Cardinal Health insurance policies and programs or any other contract or policy of insurance.

Insurance Matters. (a) Pinnacle Except as may otherwise be provided in any Ancillary Agreement, the parties intend that to the extent permitted under the terms of any applicable policy of insurance, SpinCo and each other member of the Eldercare Group shall be successors-in-interest to all rights that any member of the Eldercare Group may have as of the Distribution Date as a subsidiary, affiliate, division or department of Parent prior to the Distribution Date under any policy of insurance issued to Parent by any insurance carrier or under any agreements related to such policies executed and delivered prior to the Distribution Date, including any rights such member of the Eldercare Group may have, as an insured or additional named insured, subsidiary, affiliate, division or department, to avail itself of any such policy of insurance or any such agreements related to such policies as in effect prior to the Distribution Date. With respect to policies of insurance assigned from Parent to SpinCo in anticipation of the Separation, except as may otherwise be provided in any Ancillary Agreement, the parties intend that to the extent permitted under the terms of any such assigned policies of insurance, Parent and each other member of the Parent Group shall be successors-in-interest to all rights that any member of the Parent Group may have as of the Distribution Date as an affiliate of SpinCo prior to the Distribution Date under any such policies of insurance or under any agreements related to such policies, including any rights such member of the Parent Group may have, as an insured or additional named insured or affiliate to avail itself of any such policy of insurance or any such agreements related to such policies. The foregoing notwithstanding, Parent acknowledges and agrees, on its own behalf and on behalf that SpinCo intends to amend each such insurance policy as of each of the Distribution Date to remove the members of the Pinnacle GroupParent Group and their respective employees, that, officers and directors as insured parties thereunder in respect of periods from and after the Time Distribution Date and that none of Distributionthe foregoing may be entitled to make any claims for insurance thereunder either to the extent such claims are based upon conduct or injury or other events occurring from and after the Distribution Date or to the extent such claims are precluded by the terms of any "claims made" policies. Except for the limitations contemplated by the preceding sentence and except as otherwise arise pursuant to Section 5.1(b), neither Pinnacle nor the provisions of this Agreement are not intended to relieve any members insurer of any Liability under any policy. No member of the Pinnacle Parent Group or the Eldercare Group shall be deemed to have made any rights representation or warranty as to or under the availability of any of OpCo’s or the OpCo Group’ such insurance policiespolicy. (b) At Parent agrees to obtain directors and officers, outside directors and officers, and fiduciary liability run-off insurance from third party commercial insurers in dollar amounts equal to those amounts maintained by Parent for all its insureds (including but not limited to SpinCo) as of the Time Distribution Date (it being agreed that insureds of Distribution, Parent and SpinCo shall also continue to be able to claim under such policies). Coverage under these policies shall apply to all insurance policies (insureds of Parent and rights and obligations thereunder) of any member of OpCo Group or Pinnacle Group, shall be retained by or transferred to a member of OpCo Group, as applicable, other than the insurance policies acquired prior its Subsidiaries for claims that are reported subsequent to the Time Distribution Date and that relate to acts that occurred until the Distribution Date. Such policies shall remain in force for a period of six years following the Distribution by and in the name of Pinnacle or its Subsidiaries pursuant to Section 6.3(c) hereofDate. (c) At Subject to Section 5.1(b) relating to run off policies, in no event shall Parent or any other member of the Time Parent Group have any liability or obligation whatsoever to any member of Distribution, Pinnacle shall, at GLPI’s cost, have the Eldercare Group in the event that any insurance policy or other contract of insurance shall be terminated or otherwise cease to be in effect all insurance policies required for any reason, shall be unavailable or inadequate to comply with Pinnacle’s statutory and contractual obligations and such cover any Liability of any member of the Eldercare Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. In no event shall ElderCare or any other insurance policies (with such terms, conditions and limits) as are reasonably necessary member of the ElderCare Group have any liability or customary for companies operating a business similar to the Pinnacle Business. Such insurance policies include, in addition obligation whatsoever to any policies required pursuant member of the Parent Group in the event that any insurance policy or other contract of insurance shall be terminated or otherwise cease to and be in accordance with effect for any reason, shall be unavailable or inadequate to cover any Liability of any member of the Master Lease Agreement, general liability, commercial auto liability, workers’ compensation, employers liability, product liability, employment practices liability, employee dishonesty/crime, directors’ and officers’ liability and fiduciary liabilityParent Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. (d) Neither OpCo nor any member of the OpCo Group shall have any obligation to secure extended reporting for any claims under any of OpCo’s or the OpCo Group claims-made or occurrence-reported liability policies for any acts or omissions by Pinnacle or any member of the Pinnacle Group incurred prior to the Time of Distribution. (e) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of either OpCo or any member of the OpCo Parent Group or the Eldercare Group against an insurer in respect of any of the OpCo insurance policies and programs policy or any other contract or policy of insurance. (e) Subject to Section 5.1(b) relating to run off policies, SpinCo does hereby, for itself and each other member of the Eldercare Group, agree that no member of the Parent Group shall have any Liability whatsoever as a result of (i) the insurance policies and practices of Parent and its Affiliates as in effect at any time prior to the Distribution Date, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise or (ii) the absence or failure of any such insurance policies or practices. (f) Nothing in this Agreement shall be deemed to restrict any member of the Eldercare Group or the Parent Group from acquiring at its own expense any other insurance policy in respect of any Liabilities or covering any period.

Insurance Matters. (a) Pinnacle acknowledges The Company and agreesits subsidiaries, on as a whole, (i) as of the Effective Time, shall have its own behalf and on behalf of each of the members of the Pinnacle Group, that, from and after the Time of Distribution, neither Pinnacle nor any members the Pinnacle Group shall have any rights to or under any of OpCo’s or the OpCo Group’ insurance policies. (b) At the Time of Distribution, all insurance policies (and rights and obligations thereunder) of any member of OpCo Group or Pinnacle Group, shall be retained by or transferred to a member of OpCo Group, as applicable, other than the insurance policies acquired prior to the Time of Distribution by and in the name of Pinnacle or its Subsidiaries pursuant to Section 6.3(c) hereof. (c) At the Time of Distribution, Pinnacle shall, at GLPI’s cost, have in effect all insurance policies required to comply with Pinnacle’s statutory and contractual obligations and such other insurance policies (with such terms, conditions and limits) as are reasonably necessary or customary for companies operating a business similar to the Pinnacle Business. Such insurance policies include, in addition to any policies required pursuant to and in accordance with the Master Lease Agreement, general liability, commercial auto liability, workers’ compensation, employers liability, product liability, employment practices liability, employee dishonesty/crime, directors’ and officers’ liability insurance with sufficient coverage (including, without limitation, in amounts) that is consistent with customary market practices in its business and fiduciary liability(ii) at and after the Effective Time to the Trigger Date, shall continuously maintain such liability insurance. For the avoidance of doubt, at and after the Effective Time, the Company shall not submit any claims under Genworth’s directors’ and officers’ liability insurance. (b) Prior to the Trigger Date, members of the Company Group shall be insured by, have direct access or availability to, be entitled to make direct claims on or be entitled to claim benefits directly from or under Genworth Insurance Arrangements, in each case solely to the extent provided by the terms of the Genworth Insurance Arrangements, as the same may be modified, terminated or otherwise changed from time to time in accordance with Section 7.5(f) below. Members of the Company Group will pay premiums and other costs under each such Genworth Insurance Arrangement in accordance with Genworth’s allocation methodologies (consistently applied) for its other Subsidiaries, as the same may be in effect from time to time. (c) From and after the Trigger Date, members of the Company Group shall cease to be insured by, have access or availability to, be entitled to make claims on, be entitled to claim benefits from or seek coverage under any Genworth Insurance Arrangement, other than with respect to any claim, act, omission, event, circumstance, occurrence or loss that occurred or existed prior to the Trigger Date (and then only to the extent that such claim, act, omission, event, circumstance, occurrence or loss occurred or existed on or prior to the Trigger Date) (a “Pre-Trigger Date Event”) and was reported to the applicable insurer in accordance with the provisions of the applicable Genworth Insurance Arrangement, subject in each case to the terms and conditions of the applicable Genworth Insurance Arrangement and the requirements of subparagraph (f) below. Upon receipt of a written request from the Company, Genworth shall use its commercially reasonable efforts to reduce or cancel the Company Group’s coverage under any Genworth Insurance Arrangement, effective no earlier than sixty (60) days after Genworth’s receipt of such request, provided, however that (i) any costs associated with or incurred in connection with such reduction or cancellation shall be borne exclusively by the Company Group, (ii) the Company Group understands that there may be no premium refund or credit provided by the relevant insurers as a result of such reduction or cancellation and (iii) if and to the extent that Genworth actually receives a premium refund or credit from the relevant insurers for the term of the coverage so reduced or cancelled as a direct result of such reduction or cancellation, Genworth shall only be obligated to credit or pay over to the Company Group the lesser of (A) the amount of any such credit or refund or (B) the amount last charged to the Company Group by Genworth for such coverage during such term. (d) Neither OpCo nor Notwithstanding subparagraph (b) above, with respect to any Pre-Trigger Date Event relating to Company Liabilities or the members of the Company Group that would be covered by Xxxxxxxx’s occurrence-based insurance policies, the members of the Company Group may directly access, make direct claims on, claim benefits directly from or under such policies, subject in each case to the terms and conditions of such occurrence-based policies and the requirements of subparagraph (f) below. (e) Notwithstanding subparagraph (b) above, with respect to any Pre-Trigger Date Event relating to Company Liabilities or the members of the Company Group that would be covered by Genworth’s claims made-based insurance policies, the members of the Company Group may directly access, make direct claims on, claim benefits directly from or under such policies, subject to the terms and conditions of such claims made-based insurance policies and the requirements of subparagraph (f) below. (f) In connection with any pursuit by or on behalf of any member of the OpCo Company Group of insurance benefits or coverage permitted by this Section 7.5: (i) the Company shall as promptly as reasonably practicable notify Xxxxxxxx’s Treasurer of all such claims and/or efforts to seek benefits or coverage and Genworth and the Company shall reasonably cooperate with one another in pursuing all such claims; provided, that the Company shall be solely responsible for notifying the relevant insurance companies of such claims and complying with all conditions for such claims. In addition, the applicable member of the Company Group shall (A) pursue or (B) to the extent assignable and permitted under the applicable Genworth Insurance Arrangement, assign to Genworth or the applicable insurer, any rights of recovery against third parties with respect to Pre-Trigger Date Events for which a claim is made and shall cooperate with Genworth with respect to pursuit of such rights. The order of priority of any such recoveries shall inure first to Genworth to reimburse any and all costs incurred by Genworth directly or indirectly as a result of such claims or losses, second to pay or satisfy any applicable deductibles and retentions under the relevant Genworth Insurance Arrangements and third to the relevant member of the Company Group; (ii) Genworth shall have the right but not the duty to monitor and/or provide input with respect to coverage claims or requests for benefits asserted by the members of the Company Group under the relevant Genworth Insurance Arrangements, including the coverage positions and arguments asserted therein, provided that the Company (A) shall be liable for any fees, costs and expenses incurred by Genworth relating to any unsuccessful coverage claim, (B) shall provide the notice contemplated in Section 7.5(f)(i), (C) shall not, without the written consent of Genworth, erode, settle, release, commute or otherwise resolve disputes with respect to the relevant Genworth Insurance Arrangements nor amend, modify or waive any rights thereunder, and (D) shall not assign any Genworth Insurance Arrangements or any rights or claims thereunder; and (iii) the Company shall exclusively bear and be liable (and Genworth shall have no obligation to secure extended reporting repay or reimburse the applicable member of the Company Group) for any claims under any of OpCo’s all deductibles and retentions and uninsured, uncovered, unavailable or the OpCo Group uncollectible amounts relating to or associated with such claims-, whether made or occurrence-reported liability policies for any acts or omissions by Pinnacle or any member of the Pinnacle Company Group, its employees or third parties. (g) Notwithstanding anything contained herein, Genworth shall retain exclusive right to control all of its insurance policies and programs, including the Genworth Insurance Arrangements referenced in subparagraphs (b) through (e) above, and the benefits and amounts payable thereunder, including the right to exhaust, settle, release, commute, buy-back or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any Liabilities and/or claims that any member of the Company Group incurred has made or could make in the future, including coverage claims with respect to Pre-Trigger Date Events. The Company Group shall cooperate with Genworth and share such information as is reasonably necessary in order to permit Genworth to manage and conduct its insurance matters as Genworth deems appropriate and that the Company, on behalf of itself and each member of the Company Group, hereby gives consent for Genworth to, on or after the date of this Agreement, inform any affected insurer of this Agreement and to provide such insurer with a copy hereof. (h) With respect to all open, closed and re-opened claims covered under Xxxxxxxx’s workers’ compensation, international employers’ liability insurance policies and/or comparable workers’ compensation self-insurance, state or country programs relating to employees (whether present or former, active or inactive) of any member of the Company Group arising from occurrences prior to the Time Trigger Date, the Company shall promptly reimburse Genworth for all claim payments, costs and expenses relating to such claims, as well as any, catastrophic coverage charges, overhead, claim handling and administrative costs, taxes, surcharges, state assessments, other related costs, whether such claims are made by any member of Distributionthe Company Group, its employees or third parties. (ei) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance insurance, and shall not be construed nothing in this Agreement is intended to waive or abrogate in any right way Xxxxxxxx’s or remedy of either OpCo the Company’s own rights to insurance coverage for any liability, whether relating to Genworth or any member of its Affiliates or the OpCo Company Group or otherwise. (j) Sections 7.5(b), (c), (d), (e) and (f) shall only be in respect of any of effect for so long as the OpCo insurance policies and programs or any other contract or policy of insuranceShared Services Agreement is in effect.

Insurance Matters. (a) Pinnacle acknowledges and agreesFollowing the Closing, on Purchaser shall cause any Acquired Entity, any Fund Entity (to the extent controlled by Purchaser or its own behalf and on behalf of each of the members of the Pinnacle Group, that, from and after the Time of Distribution, neither Pinnacle nor any members the Pinnacle Group shall have any rights to Affiliates) or under any of OpCo’s their respective Subsidiaries (as applicable), (i) to reasonably cooperate with CT, at the request and at the expense of CT, to assist CT in pursuing coverage for any claims made by or against CT or its respective Subsidiaries (other than any Acquired Entity, any Fund Entity and their respective Subsidiaries) with respect to actions taken prior to the OpCo Group’ insurance policiesClosing and (ii) subject to the provisions of Article 10, to reasonably cooperate with CT, at the request and at the expense of CT, to assist CT in the defense of any claims made against any Seller Indemnitee by a third party with respect to actions taken prior to the Closing. (b) At CT acknowledges and agrees that with respects to acts, omissions, events or circumstances relating to any Acquired Entity, Fund Entity or any of the Time of Distribution, all insurance policies (and rights and obligations thereunder) of any member of OpCo Group respective Subsidiaries that occurred or Pinnacle Group, shall be retained by or transferred to a member of OpCo Group, as applicable, other than the insurance policies acquired existed prior to the Time Closing that are covered by insurance policies under which any Acquired Entity, Fund Entity or any of Distribution by the respective Subsidiaries is an insured on, prior to or after the Closing, any such Acquired Entity, Fund Entity or Subsidiary may make claims under such policies subject to the terms and conditions of the policies or, in the name alternative, if the Acquired Entity, Fund Entity or any respective Subsidiary cannot directly make such claims under the terms of Pinnacle or its Subsidiaries the insurance policies, CT agrees to make the claim on their behalf. Without limiting the rights of the Purchaser Indemnitees to indemnification pursuant to Section 6.3(c) hereofArticle 10, but subject to the provisions of Article 10, CT agrees to reasonably cooperate with Purchaser and its Affiliates, including, after the Closing, the Acquired Entities, Fund Entities and their respective Subsidiaries, at the request and at the expense of Purchaser, to assist Purchaser and/or its Affiliates, including, after the Closing, the Acquired Entities, Fund Entities and their respective Subsidiaries in the defense of any claims made against any Acquired Entity, Fund Entity or their respective Subsidiaries by a third party with respect to actions taken by any Acquired Entity, Fund Entity or their respective Subsidiaries prior to the Closing. (c) At From and after the Time Closing, each of DistributionPurchaser, Pinnacle shallCT, each Acquired Entity and each Fund Entity agrees that all rights of its officers and directors to exculpation, advances of expenses and indemnification under any indemnification arrangements contained in such entity’s trust agreement, certificate of incorporation or organization, limited liability company operating agreement or by-laws (“Indemnification Arrangements”) for acts or omissions occurring at GLPI’s cost, have in effect all insurance policies required to comply with Pinnacle’s statutory and contractual obligations and such other insurance policies (with such terms, conditions and limits) as are reasonably necessary or customary for companies operating a business similar prior to the Pinnacle Business. Such insurance policies include, Closing shall survive the Closing Date and shall continue in addition to any policies required pursuant to full force and effect in accordance with their respective terms and that such rights shall not be amended or otherwise modified in any manner that would adversely affect the Master Lease Agreementrights of the officers and directors, general liabilityin each case with respect to matters occurring on or prior to the Closing. CT, commercial auto liabilityeach Acquired Entity and each Fund Entity covenants and agrees that it shall not amend or modify after the Closing any Indemnification Arrangements in a manner that would deprive CT’s officers and directors of (or adversely modify) their rights to exculpation, workers’ compensationadvances of expenses and indemnification under any Indemnification Arrangements with respect to matters prior to the time of any such amendment. From and after the Closing, employers liabilityCT shall purchase and maintain (i) for a period of six (6) years, product liability, employment practices liability, employee dishonesty/crime, a directors’ and officers’ liability and fiduciary liability. insurance policy or, in the alternative, obtain a six (d) Neither OpCo nor any member of the OpCo Group shall have any obligation to secure 6)-year extended reporting for any claims under any period or tail policy, insuring the current or former officers or directors of OpCo’s or the OpCo Group claims-made or occurrence-reported liability policies for CT with respect to any acts or omissions by Pinnacle occurring at or any member of the Pinnacle Group incurred prior to the Time Closing; and (ii) for a period of Distribution. six (e6) This Agreement shall not years, an investment fund professional and management liability policy or, in the alternative, obtain a six (6)-year extended reporting period or tail policy, insuring the current or former officers or directors of CT with respect to any acts or omissions occurring at or prior to the Closing. The provisions of this Section 7.10(c) are intended to be considered as an attempted assignment of any policy of insurance or as a contract of insurance for the benefit of, and shall not be construed to waive any right or remedy of either OpCo or any member enforceable by, each of the OpCo Group directors and officers of CT, his or her heirs and his or her representatives and are in respect of any of the OpCo insurance policies addition to, and programs or not in substitution for, any other contract rights to indemnification or policy of insurancecontribution that any such person may have by Contract or otherwise.

Insurance Matters. (a) Pinnacle acknowledges If, following the Closing, any of the Companies or any Company Subsidiaries suffers any Losses which Buyer reasonably believes are covered under any of the Policies maintained by the Sellers or any of their Affiliates that provides coverage with respect to such Losses (collectively, the “Seller Insurance Policies”), which claim is based on an incident, event, occurrence or accident that took place prior to the Closing (each, a “Pre-Closing Insured Event”), then the Sellers agree to provide, and agreesto cause their Affiliates and their insurance brokers, agents and third party administrators (collectively, the “Insurance Advisors”) to provide, reasonable cooperation and assistance (at the applicable Company’s or Company Subsidiary’s expense with respect to any out-of-pocket costs or expenses but not with respect to any raised premiums) to the Companies and Company Subsidiaries in connection with the submission, adjustment and resolution of any claim made by any Company or Company Subsidiary on its own behalf or under such Seller Insurance Policies. Such cooperation by the Sellers, their Affiliates and the Insurance Advisors shall include providing reasonable access to books, records and documents (including electronically stored information) as the Companies or Company Subsidiaries reasonably may require in connection with such claims. At any of the Companies’ or Company Subsidiaries’ request, pursuant to written notice to the Sellers and/or their applicable Affiliates and/or the Insurance Advisors shall provide notice or the Sellers will submit a claim under any such applicable Seller Insurance Policy on behalf of each the applicable Company or Company Subsidiary (and at the Company’s or such Company Subsidiary’s sole cost, including with respect to any deductible thereunder or other out-of-pocket costs or expenses with respect thereto other than raised premiums), and the Sellers shall, or shall cause their applicable Affiliates or Insurance Advisors to, use commercially reasonable efforts to collect claim amounts requested thereunder, and subject to the terms of the members applicable Seller Insurance Policy, to follow the reasonable and lawful directions of the Pinnacle Groupapplicable Company or Company Subsidiary in the prosecution of such claim and cause any such claim proceeds collected to be paid to such Company or Company Subsidiary, thatas applicable. In addition, from the Sellers shall not, and after shall cause their Affiliates not to, amend, modify or terminate any Seller Insurance Policy with respect to any Pre-Closing Insured Event in any manner detrimental to any Company or Company Subsidiary or to waive, settle, release or subrogate any claim of any Company or Company Subsidiary without its consent. Notwithstanding the Time foregoing, at the Sellers’ option, in its sole discretion, the Sellers may elect to pay or reimburse the applicable Company or Company Subsidiary for the claim relating to a Pre-Closing Insured Event in lieu of Distributiona claim being filed with respect to the applicable Policy. Nothing in this Section 5.10 amends, neither Pinnacle nor modifies or limits the Sellers’ indemnification obligations under ARTICLE IX of this Agreement, provided that in no event shall Buyer, any members the Pinnacle Group Company or any Company Subsidiaries be entitled to a double recovery as to any such claim. The provisions of this Section 5.10(a) shall have any rights not apply to workers’ compensation claims or under any of OpCo’s or the OpCo Group’ insurance policiespolicies which are instead addressed in Section 5.10(b) hereof. (b) At The Sellers shall, or shall cause their Affiliates to, be fully responsible for and shall pay, through any applicable workers’ compensation policy of the Time of DistributionSellers or their Affiliates or otherwise, all insurance policies (and rights and obligations thereunder) claims by an Employee in the United States for workers’ compensation which arise out of any member of OpCo Group or Pinnacle Groupare based on an occupational injury, shall be retained by illness or transferred to a member of OpCo Group, as applicable, other than the insurance policies acquired death occurring or arising prior to the Time Closing, without regard to whether such claims were made prior to or following Closing; except solely to the extent (i) such claims are covered by an applicable workers’ compensation policy maintained by the Companies or Company Subsidiaries as of Distribution the Closing as set forth in Section 3.17 of the Company Disclosure Letter; provided, however, that Sellers shall be responsible for any deductible or other out of pocket costs or expenses with respect to any claim covered by any such policy and in for any amounts not covered by such policy, or (ii) such claims involve injuries occurring after the name of Pinnacle or its Subsidiaries pursuant to Section 6.3(c) hereofClosing. (c) At the Time of Distribution, Pinnacle The Sellers shall, at GLPI’s costor shall cause their Affiliates (other than the Companies and Company Subsidiaries) to, have in effect all insurance policies required to comply with Pinnacle’s statutory be fully responsible for and contractual obligations and such other insurance policies (with such termsshall pay, conditions and limits) as through the Seller Plans that are reasonably necessary group health plans or customary for companies operating a business similar to the Pinnacle Business. Such insurance policies includeotherwise, in addition to any policies required pursuant to and in accordance with the Master Lease Agreement, general liability, commercial auto liability, workers’ compensation, employers liability, product liability, employment practices liability, employee dishonesty/crime, directors’ and officers’ liability and fiduciary liability. (d) Neither OpCo nor any member of the OpCo Group shall have any obligation Companies’ or Company Subsidiaries’ liabilities with respect to secure extended reporting for any Employee claims under any of OpCo’s or the OpCo Group claims-made or occurrence-incurred but not reported liability policies for any acts or omissions by Pinnacle or any member of the Pinnacle Group incurred prior to the Time of DistributionClosing under any Seller Plans that are group health plans. (e) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of either OpCo or any member of the OpCo Group in respect of any of the OpCo insurance policies and programs or any other contract or policy of insurance.

Insurance Matters. (a) Pinnacle acknowledges and agreesExcept as provided in Section 8.4(b), neither Buyer nor any of its Affiliates (including the Acquired Companies) shall have any right to make claims after the Closing Date under the Seller Insurance Policies, whether the incident giving rise to any such claim occurs prior to, on its own behalf or after the Closing Date. Following the Closing, the insurance requirements of Buyer, the Acquired Companies and on behalf their respective Affiliates shall be the sole responsibility of each of Buyer, the members of the Pinnacle Group, thatAcquired Companies and such Affiliates. (b) Subject to Section 8.4(a), from and after the Time Closing Date, Sellers agree that, with respect to acts, omissions, events or circumstances relating to the Business that occurred or existed prior to the Closing and that are covered by the Seller Insurance Policies, they shall (or shall cause their Affiliates to) make claims under such Seller Insurance Policies on behalf of Distributionan Acquired Company, neither Pinnacle nor any members subject to all of the Pinnacle Group shall have any rights to or under any terms and conditions of OpCo’s or such Seller Insurance Policies and this Agreement; provided, however, that Buyer, the OpCo Group’ insurance policies. (b) At the Time of Distribution, all insurance policies (Acquired Companies and rights and obligations thereunder) of any member of OpCo Group or Pinnacle Group, shall be retained by or transferred to a member of OpCo Grouptheir respective Affiliates, as applicable, (i) shall notify Sellers in writing of all such claims within a reasonable time period, (ii) except where Sellers bear indemnification responsibility under Article XI, shall bear a pro rata allocation of the amount of any deductibles or self-insured retentions incurred in connection with such claims under the Insurance Policies based on the aggregate amount of the claims asserted by Sellers and their Affiliates (other than the insurance policies acquired prior Acquired Companies), on the one hand, and Buyer, the Acquired Companies and their respective Affiliates, on the other hand, under each applicable Seller Insurance Policy and (iii) except where Sellers bear indemnification responsibility under Article XI, shall be responsible for and shall pay to Sellers all reasonable out-of-pocket expenses (including fees and expenses of third parties attributable to the Time handling of Distribution such claims) relating to services for claims administration, investigation, appraisals and claim review incurred by and in Sellers or any of their respective Affiliates on or after the name of Pinnacle or its Subsidiaries pursuant Closing Date with respect to Section 6.3(c) hereofany such claims. (c) At For the Time avoidance of Distributiondoubt, Pinnacle shallexcept for Section 5.19, at GLPI’s costSellers make no representations, have in effect all insurance policies required to comply with Pinnacle’s statutory warranties or covenants regarding the scope, availability or amount of coverage following the Closing under any Seller Insurance Policies, plans, programs or arrangements contemplated by this Section 8.4, and contractual obligations and such other insurance policies (with such terms, conditions and limits) as are reasonably necessary or customary for companies operating a business similar to the Pinnacle Business. Such insurance policies include, in addition to any policies required pursuant to and in accordance with the Master Lease Agreement, general liability, commercial auto liability, workers’ compensation, employers liability, product liability, employment practices liability, employee dishonesty/crime, directors’ and officers’ liability and fiduciary liability. (d) Neither OpCo nor any member of the OpCo Group shall not have any obligation to secure extended reporting for any claims under any of OpCo’s or the OpCo Group claims-made or occurrence-reported liability policies for any acts or omissions by Pinnacle or any member of the Pinnacle Group incurred prior to the Time of Distribution. (e) This Agreement responsibility, and shall not be considered as an attempted assignment held liable, for the actions of the insurers under the Seller Insurance Policies regarding claims submitted by Sellers or their Affiliates on behalf of any policy Acquired Company. For the avoidance of insurance or as a contract of insurance and doubt, this Section 8.4 shall not be construed to waive limit any right or remedy rights of either OpCo or any member of the OpCo Group in respect of any of the OpCo insurance policies and programs or any other contract or policy of insuranceBuyer under Article XI.

Insurance Matters. (a) Pinnacle Purchaser acknowledges and agrees, on its own behalf and on behalf of each agrees that coverage of the members of Acquired Assets, tangible or intangible property, Assumed Liabilities, ownership, activities, businesses, operations, current and former shareholders, and current and former directors, officers, employees and agents of, the Pinnacle GroupBusiness (collectively with the Business, that, from the “Covered Assets and after the Time of Distribution, neither Pinnacle nor any members the Pinnacle Group shall have any rights to Persons”) under all current or under any of OpCo’s or the OpCo Group’ insurance policies. (b) At the Time of Distribution, all previous insurance policies (of Sellers and rights and obligations thereunder) of any member of OpCo Group or Pinnacle Grouptheir Affiliates, shall be retained by or transferred to a member of OpCo Group, as applicable, other than the insurance policies acquired prior to the Time of Distribution by and in the name of Pinnacle or its Subsidiaries pursuant to Section 6.3(c) hereof. (c) At the Time of Distribution, Pinnacle shall, at GLPI’s cost, have in effect including all insurance policies required to comply with Pinnacle’s statutory and contractual obligations and such other insurance policies (with such terms, conditions and limits) as are reasonably necessary or customary for companies operating a business similar to the Pinnacle Business. Such insurance policies include, in addition to any policies required pursuant to and in accordance with the Master Lease Agreement, general liability, commercial auto liability, workers’ compensation, employers liability, product liability, employment practices liability, employee dishonesty/crimeenvironmental, directors’ and officers’ Liability, fiduciary Liability, property and casualty flood, ocean marine, contaminated products and all other insurance policies or programs arranged or otherwise provided or made available by Sellers or their Affiliates that cover (or covered) any of the Covered Assets and Persons at any time prior to the Closing (the “Seller Insurance Policies”) shall cease as of the Closing Date and the Covered Assets and Persons will be deleted in all respects as insured (or additional insured, as the case may be) under all Seller Insurance Policies, except to the extent covering part of the Excluded Assets or Excluded Liabilities. Notwithstanding anything herein to the contrary, Sellers shall (i) retain any rights to, including any right to any proceeds received in respect of, any claim pending as of the date hereof or made after the date hereof under any Seller Insurance Policy, even if such claims relates to the Acquired Assets or properties of the Business; and (ii) have the right to purchase “tail” insurance coverage that provides directors’ and officers’ liability insurance and fiduciary liabilityliability insurance to the officers and directors of the Sellers. (db) Neither OpCo nor If, after the Closing Date, Purchaser or Sellers (or any member of their respective Affiliates) reasonably require any information regarding claim data or other information pertaining to a claim or an occurrence reasonably likely to give rise to a claim (including any pre-Closing claims under the Seller Insurance Policies that are to be covered under the retrospective component of the OpCo Group new insurance policy) in order to give notice to or make filings with insurance carriers or claims adjustors or administrators or to adjust, administer or otherwise manage a claim, then Sellers or Purchaser, as the case may be, shall have any obligation cause such information to secure extended reporting for any claims under any of OpCo’s or the OpCo Group claims-made or occurrence-reported liability policies for any acts or omissions by Pinnacle or any member of the Pinnacle Group incurred prior be supplied to the Time of Distribution. other (e) This Agreement shall not or their designee), to the extent such information is in their possession and control or can be considered reasonably obtained by Sellers or Purchaser (or their respective Affiliates), as applicable, promptly upon a written request therefor. If Purchaser desires access to, and utilization of, claims data or information maintained by an attempted assignment of any policy of insurance company or as a contract of insurance and shall not be construed to waive any right or remedy of either OpCo or any member of the OpCo Group other Third Party in respect of any claim (including any pre-Closing claims under any Seller Insurance Policies that are covered under the retrospective component of the OpCo new insurance policies policies), Purchaser shall be exclusively responsible for acquiring from such insurance company or Third Party, at Purchaser’s sole cost and programs expense, the rights necessary to permit them to obtain access to and utilization of such claims data or information. If any Third Party requires the consent of Sellers or any other contract or policy of insurancetheir Affiliates to the disclosure of such information, such consent shall not be unreasonably withheld.

Insurance Matters. (a) Pinnacle acknowledges The Company and agreesits subsidiaries, on as a whole, (i) as of the Effective Time, shall have its own behalf and on behalf of each of the members of the Pinnacle Group, that, from and after the Time of Distribution, neither Pinnacle nor any members the Pinnacle Group shall have any rights to or under any of OpCo’s or the OpCo Group’ insurance policies. (b) At the Time of Distribution, all insurance policies (and rights and obligations thereunder) of any member of OpCo Group or Pinnacle Group, shall be retained by or transferred to a member of OpCo Group, as applicable, other than the insurance policies acquired prior to the Time of Distribution by and in the name of Pinnacle or its Subsidiaries pursuant to Section 6.3(c) hereof. (c) At the Time of Distribution, Pinnacle shall, at GLPI’s cost, have in effect all insurance policies required to comply with Pinnacle’s statutory and contractual obligations and such other insurance policies (with such terms, conditions and limits) as are reasonably necessary or customary for companies operating a business similar to the Pinnacle Business. Such insurance policies include, in addition to any policies required pursuant to and in accordance with the Master Lease Agreement, general liability, commercial auto liability, workers’ compensation, employers liability, product liability, employment practices liability, employee dishonesty/crime, directors’ and officers’ liability insurance with sufficient coverage (including, without limitation, in amounts) that is consistent with customary market practices in its business and fiduciary liability(ii) at and after the Effective Time to the Trigger Date, shall continuously maintain such liability insurance. For the avoidance of doubt, at and after the Effective Time, the Company shall not submit any claims under Genworth’s directors’ and officers’ liability insurance. (b) Prior to the Trigger Date, members of the Company Group shall be insured by, have direct access or availability to, be entitled to make direct claims on or be entitled to claim benefits directly from or under Genworth Insurance Arrangements, in each case solely to the extent provided by the terms of the Genworth Insurance Arrangements, as the same may be modified, terminated or otherwise changed from time to time in accordance with Section 7.5(f) below. Members of the Company Group will pay premiums and other costs under each such Genworth Insurance Arrangement in accordance with Genworth’s allocation methodologies (consistently applied) for its other Subsidiaries, as the same may be in effect from time to time. (c) From and after the Trigger Date, members of the Company Group shall cease to be insured by, have access or availability to, be entitled to make claims on, be entitled to claim benefits from or seek coverage under any Genworth Insurance Arrangement, other than with respect to any claim, act, omission, event, circumstance, occurrence or loss that occurred or existed prior to the Trigger Date (and then only to the extent that such claim, act, omission, event, circumstance, occurrence or loss occurred or existed on or prior to the Trigger Date) (a “Pre-Trigger Date Event”) and was reported to the applicable insurer in accordance with the provisions of the applicable Genworth Insurance Arrangement, subject in each case to the terms and conditions of the applicable Genworth Insurance Arrangement and the requirements of subparagraph (f) below. Upon receipt of a written request from the Company, Genworth shall use its commercially reasonable efforts to reduce or cancel the Company Group’s coverage under any Genworth Insurance Arrangement, effective no earlier than sixty (60) days after Genworth’s receipt of such request, provided, however that (i) any costs associated with or incurred in connection with such reduction or cancellation shall be borne exclusively by the Company Group, (ii) the Company Group understands that there may be no premium refund or credit provided by the relevant insurers as a result of such reduction or cancellation and (iii) if and to the extent that Genworth actually receives a premium refund or credit from the relevant insurers for the term of the coverage so reduced or cancelled as a direct result of such reduction or cancellation, Genworth shall only be obligated to credit or pay over to the Company Group the lesser of (A) the amount of any such credit or refund or (B) the amount last charged to the Company Group by Genworth for such coverage during such term. (d) Neither OpCo nor Notwithstanding subparagraph (b) above, with respect to any Pre-Trigger Date Event relating to Company Liabilities or the members of the Company Group that would be covered by Genworth’s occurrence-based insurance policies, the members of the Company Group may directly access, make direct claims on, claim benefits directly from or under such policies, subject in each case to the terms and conditions of such occurrence-based policies and the requirements of subparagraph (f) below. (e) Notwithstanding subparagraph (b) above, with respect to any Pre-Trigger Date Event relating to Company Liabilities or the members of the Company Group that would be covered by Genworth’s claims made-based insurance policies, the members of the Company Group may directly access, make direct claims on, claim benefits directly from or under such policies, subject to the terms and conditions of such claims made-based insurance policies and the requirements of subparagraph (f) below. (f) In connection with any pursuit by or on behalf of any member of the OpCo Company Group of insurance benefits or coverage permitted by this Section 7.5: (i) the Company shall as promptly as reasonably practicable notify Genworth’s Treasurer of all such claims and/or efforts to seek benefits or coverage and Genworth and the Company shall reasonably cooperate with one another in pursuing all such claims; provided, that the Company shall be solely responsible for notifying the relevant insurance companies of such claims and complying with all conditions for such claims. In addition, the applicable member of the Company Group shall (A) pursue or (B) to the extent assignable and permitted under the applicable Genworth Insurance Arrangement, assign to Genworth or the applicable insurer, any rights of recovery against third parties with respect to Pre-Trigger Date Events for which a claim is made and shall cooperate with Genworth with respect to pursuit of such rights. The order of priority of any such recoveries shall inure first to Genworth to reimburse any and all costs incurred by Genworth directly or indirectly as a result of such claims or losses, second to pay or satisfy any applicable deductibles and retentions under the relevant Genworth Insurance Arrangements and third to the relevant member of the Company Group; (ii) Genworth shall have the right but not the duty to monitor and/or provide input with respect to coverage claims or requests for benefits asserted by the members of the Company Group under the relevant Genworth Insurance Arrangements, including the coverage positions and arguments asserted therein, provided that the Company (A) shall be liable for any fees, costs and expenses incurred by Genworth relating to any unsuccessful coverage claim, (B) shall provide the notice contemplated in Section 7.5(f)(i), (C) shall not, without the written consent of Genworth, erode, settle, release, commute or otherwise resolve disputes with respect to the relevant Genworth Insurance Arrangements nor amend, modify or waive any rights thereunder, and (D) shall not assign any Genworth Insurance Arrangements or any rights or claims thereunder; and (iii) the Company shall exclusively bear and be liable (and Genworth shall have no obligation to secure extended reporting repay or reimburse the applicable member of the Company Group) for any claims under any of OpCo’s all deductibles and retentions and uninsured, uncovered, unavailable or the OpCo Group uncollectible amounts relating to or associated with such claims-, whether made or occurrence-reported liability policies for any acts or omissions by Pinnacle or any member of the Pinnacle Company Group, its employees or third parties. (g) Notwithstanding anything contained herein, Genworth shall retain exclusive right to control all of its insurance policies and programs, including the Genworth Insurance Arrangements referenced in subparagraphs (b) through (e) above, and the benefits and amounts payable thereunder, including the right to exhaust, settle, release, commute, buy-back or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any Liabilities and/or claims that any member of the Company Group incurred has made or could make in the future, including coverage claims with respect to Pre-Trigger Date Events. The Company Group shall cooperate with Genworth and share such information as is reasonably necessary in order to permit Genworth to manage and conduct its insurance matters as Genworth deems appropriate and that the Company, on behalf of itself and each member of the Company Group, hereby gives consent for Genworth to, on or after the date of this Agreement, inform any affected insurer of this Agreement and to provide such insurer with a copy hereof. (h) With respect to all open, closed and re-opened claims covered under Xxxxxxxx’s workers’ compensation, international employers’ liability insurance policies and/or comparable workers’ compensation self-insurance, state or country programs relating to employees (whether present or former, active or inactive) of any member of the Company Group arising from occurrences prior to the Time Trigger Date, the Company shall promptly reimburse Genworth for all claim payments, costs and expenses relating to such claims, as well as any, catastrophic coverage charges, overhead, claim handling and administrative costs, taxes, surcharges, state assessments, other related costs, whether such claims are made by any member of Distributionthe Company Group, its employees or third parties. (ei) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance insurance, and shall not be construed nothing in this Agreement is intended to waive or abrogate in any right way Xxxxxxxx’s or remedy of either OpCo the Company’s own rights to insurance coverage for any liability, whether relating to Genworth or any member of its Affiliates or the OpCo Company Group or otherwise. (j) Sections 7.5(b), (c), (d), (e) and (f) shall only be in respect of any of effect for so long as the OpCo insurance policies and programs or any other contract or policy of insuranceShared Services Agreement is in effect.

Insurance Matters. (a) Pinnacle acknowledges All policies, binders, slips, certificates, annuity contracts and agreesparticipation agreements and other agreements of insurance, whether individual or group, in effect as of the date hereof (including all applications, supplements, endorsements, riders and ancillary agreements in connection therewith) that are issued by the Company Insurance Subsidiaries (the "Company Insurance Contracts"), and any and all marketing materials, are, to the extent required under applicable Law, on its own behalf forms approved by applicable insurance Regulatory Authorities or which have been filed and on behalf of each of not objected to by such authorities within the members of period provided for objection, and such forms comply in all material respects with the Pinnacle GroupInsurance Laws applicable thereto and, thatas to premium rates established by any Company Insurance Subsidiary that are required to be filed with or approved by insurance Regulatory Authorities, from the rates have been so filed or approved, the premiums charged conform thereto in all material respects, and after such premiums comply in all material respects with the Time of Distribution, neither Pinnacle nor any members the Pinnacle Group shall have any rights to or under any of OpCo’s or the OpCo Group’ insurance policiesInsurance Laws applicable thereto. (b) At Section 5.16(b) lists all of the Time reinsurance and coinsurance treaties or agreements, including retrocessional agreements, to which the Company or any Company Insurance Subsidiary is a party or under which the Company or any Company Insurance Subsidiary has any existing rights, obligations or Liabilities (collectively, the "Reinsurance Contracts"). All of Distributionthe Reinsurance Contracts are in full force and effect, all insurance policies (and rights and obligations thereunder) neither the Company nor any Company Insurance Subsidiary, nor, to the Knowledge of the Company, any other party to a Reinsurance Contract, is in Default in any material respect as to any provision thereof. No Reinsurance Contract contains any provision providing that the other party thereto may terminate such Reinsurance Contract by reason of the transactions contemplated by this Agreement. Neither the Company nor any Company Insurance Subsidiary has received any notice to the effect that the financial condition of any member other party to any such Reinsurance Contract is impaired with the result that a Default thereunder may reasonably be anticipated, whether or not such Default may be cured by the operation of OpCo Group or Pinnacle Group, shall be retained by or transferred to a member of OpCo Group, as applicable, other than the insurance policies acquired prior to the Time of Distribution by and any offset clause in the name of Pinnacle or its Subsidiaries pursuant to Section 6.3(c) hereofsuch Reinsurance Contract. (c) At the Time of Distribution, Pinnacle shall, at GLPI’s cost, have in effect all insurance policies required to comply with Pinnacle’s statutory and contractual obligations and such other insurance policies (with such terms, conditions and limits) as are reasonably necessary or customary for companies operating a business similar Prior to the Pinnacle Business. Such insurance policies includedate hereof, in addition the Company has delivered or made available to Parent a true and complete copy of any material actuarial reports prepared by actuaries, independent or otherwise, with respect to any Company Insurance Subsidiary since December 31, 1994, and all attachments, addenda, supplements and modifications thereto (the "Company Actuarial Analyses"). The information and data furnished by the Company or any Company Insurance Subsidiary to its independent actuaries in connection with the preparation of the Company Actuarial Analyses were accurate in all material respects. Furthermore, to the Knowledge of the Company, each Company Actuarial Analysis was based upon an accurate inventory of policies required pursuant to in force for the Company Insurance Subsidiaries at the relevant time of preparation, was prepared using appropriate modeling procedures accurately applied and in conformity with generally accepted actuarial standards consistently applied, and the projections contained therein were properly prepared in accordance with the Master Lease Agreement, general liability, commercial auto liability, workers’ compensation, employers liability, product liability, employment practices liability, employee dishonesty/crime, directors’ and officers’ liability and fiduciary liabilityassumptions stated therein. (d) Neither OpCo nor any member None of the OpCo Group shall have any obligation to secure extended reporting for any claims under any of OpCo’s Standard & Poor's Corporation, Moodx'x Investors Service, Inc. or the OpCo Group claims-made or occurrence-reported liability policies for any acts or omissions by Pinnacle or any member of the Pinnacle Group incurred prior to the Time of Distribution. (e) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of either OpCo or any member of the OpCo Group in respect of any of the OpCo insurance policies and programs or any other contract or policy of insurance.A.

Insurance Matters. (a) Pinnacle acknowledges and agreesExcept as set forth in Section 5.12(b), on Honeywell shall use its own behalf and on behalf of each commercially reasonable efforts to keep, or cause to be kept, all insurance policies presently maintained that are material to the conduct of the members businesses of the Pinnacle GroupCompany and its Subsidiaries and their properties, thator replacements therefor, from in full force and after effect through the Time Closing. Except with respect to the Occurrence Policies, as defined in Section 5.12(b), coverage for the Company and its Subsidiaries shall terminate as of Distribution, neither Pinnacle nor any members the Pinnacle Group shall have any rights to Closing Date under policies not directly held by the Company or under any of OpCo’s or the OpCo Group’ insurance policiesits Subsidiaries. (b) At Prior to the Time of DistributionClosing Honeywell shall use commercially reasonable efforts to cause any carriers who have underwritten any global, all primary casualty and excess liability insurance policies which provides insurance coverage to the Company and its Subsidiaries on an "occurrence" basis (the "Occurrence Policies") to continue to make coverage available to the Company and rights its Subsidiaries following the Closing Date for claims arising out of occurrences prior to the Closing Date. Honeywell acknowledges (without making any representation with respect to such Occurrence Policies, except as set forth in Section 3.18) the right of Purchaser for access to the benefit of insurance for such pre-Closing occurrences under the historic Occurrence Policies which have provided coverage to the Company and obligations thereunder) its Subsidiaries. Following the Closing Date, each of the parties shall reasonably cooperate with and assist the other party, at such other party's expense, in issuing notice of claims under the Occurrence Policies, presenting such claims for payment and collecting insurance proceeds related thereto; provided, however, that any member of OpCo Group or Pinnacle Group, right that Purchaser shall have under the policies shall be retained by or transferred limited to a member of OpCo Group, as applicable, the terms and conditions set forth therein. Purchaser shall promptly reimburse Honeywell and its Affiliates (other than the insurance policies acquired prior Company and its Subsidiaries) for any out-of-pocket costs and expenses incurred by any of Honeywell or such Affiliates in connection with Honeywell's obligations under this Section 5.12(b) (including any out-of-pocket costs and expenses incurred in connection with maintaining or replenishing any loss fund or similar arrangement required under the Occurrence Policies) (it being understood that Purchaser shall use its commercially reasonable efforts to cause Purchaser or one of its Subsidiaries to be substituted for Novar Inc. with respect to the Time portion of Distribution by any loss fund or similar arrangement associated with the SPS Business (and in the name of Pinnacle or its Subsidiaries pursuant cause Novar Inc. to Section 6.3(c) hereofbe released with respect to such portion)). (c) At the Time of Distribution, Pinnacle shall, at GLPI’s cost, have in effect all insurance policies required to comply with Pinnacle’s statutory and contractual obligations and such other insurance policies (with such terms, conditions and limits) as are reasonably necessary On or customary for companies operating a business similar to the Pinnacle Business. Such insurance policies include, in addition to any policies required pursuant to and in accordance with the Master Lease Agreement, general liability, commercial auto liability, workers’ compensation, employers liability, product liability, employment practices liability, employee dishonesty/crime, directors’ and officers’ liability and fiduciary liability. (d) Neither OpCo nor any member of the OpCo Group shall have any obligation to secure extended reporting for any claims under any of OpCo’s or the OpCo Group claims-made or occurrence-reported liability policies for any acts or omissions by Pinnacle or any member of the Pinnacle Group incurred prior to the Time of Distribution. (e) This Agreement Closing Date, Honeywell shall not be considered as an attempted assignment use commercially reasonable efforts to cause the underwriters and insurers of any policy fiduciary liability policies and directors & officers liability insurance policies which provide insurance coverage to any officer, director or employee of insurance the Company and any of its Subsidiaries (collectively, the "D&O Policies") to provide quotations for extended coverage to individuals who will be officers, directors or as a contract employees of insurance and shall not be construed to waive any right or remedy of either OpCo the Company or any member of its Subsidiaries following the OpCo Group Closing for a period of up to six (6) years on a "trailing" or "run-off" basis on terms no less favorable (as determined by the parties acting reasonably) to such D&O Policies maintained in effect by Honeywell or its Affiliates on the date hereof (the "Run-Off Coverage"). Before entering into any agreement with respect to Run-Off Coverage, Honeywell shall obtain Purchaser's consent to purchase such Run-Off Coverage. Any such purchase shall be at Purchaser's sole cost and expense. Amounts paid pursuant to this Section 5.12 shall be disregarded for purposes of any of preparing the OpCo insurance policies and programs Preliminary Working Capital Statement or any other contract or policy of insurancecalculating the Final Working Capital Statement pursuant to Section 2.3.

Insurance Matters. (a) Pinnacle acknowledges Existing SLM, SLM BankCo and agreesNavient agree to cooperate in good faith to provide for an orderly transition of insurance coverage. Following the Effective Time, on its own behalf SLM BankCo and on behalf of each of the members of the Pinnacle Group, that, from Navient agree to cooperate with respect to insurance coverage matters as described in this Section 5.1. (b) From and after the Time of DistributionEffective Time, other than as expressly provided in Section 5.1(c) with respect to any Shared Policies, neither Pinnacle SLM BankCo nor Navient, nor any members the Pinnacle Group member of its respective Group, shall have any rights to or under any of OpCothe other Group’s or the OpCo Group’ insurance policies. (b) , including not having access to and not having the right to make claims under any of the other Group’s insurance policies. At the Time Effective Time, each of Distribution, all insurance policies (Navient and rights and obligations thereunder) of any member of OpCo Group or Pinnacle Group, SLM BankCo shall be retained by or transferred to a member of OpCo Group, as applicable, other than the insurance policies acquired prior to the Time of Distribution by and in the name of Pinnacle or its Subsidiaries pursuant to Section 6.3(c) hereof. (c) At the Time of Distribution, Pinnacle shall, at GLPI’s cost, have in effect all insurance policies required to comply with Pinnacle’s statutory and contractual obligations and such other insurance policies (with such terms, conditions and limits) as are reasonably necessary or customary for companies operating a business similar to the Pinnacle Businessbusiness. Such insurance policies programs may include, in addition to any policies required pursuant to and in accordance with the Master Lease Agreementbut are not limited to, comprehensive general liability, umbrella/excess liability, above ground/underground storage tank liability, surety bonds, commercial auto liability, workers’ compensation, employers employer’s liability, product professional liability, employment practices liabilityproperty, employee dishonesty/crime, directors’ and officers’ liability and fiduciary liability. (dc) Neither OpCo nor From and after the Effective Time, with respect to any losses, damages and liability incurred by any member of the OpCo Navient Group shall have any obligation to secure extended reporting for any claims under any of OpCo’s or the OpCo SLM BankCo Group claims-made for which such member is entitled to coverage under the D&O Tail Policy or occurrence-reported liability policies for any acts or omissions by Pinnacle Historical P/C Policies of insurance (collectively, the “Shared Policies”), each Party will provide the other Party (or any member of the Pinnacle Group incurred prior other Party’s Group) with access to, and may make claims under, the Shared Policies, but solely to the Time extent that such Shared Policies provide coverage therefor; provided that such access to, and the right to make claims under, such insurance policies, shall be subject to the terms, conditions, and exclusions of Distributionsuch insurance policies, including any limits on coverage or scope, any deductibles or retentions and other fees and expenses, and shall be subject to the following additional conditions: (i) each of Navient and SLM BankCo shall provide, as promptly as practicable, notice to the other Party with respect to any claims to be made under any Shared Policy and shall report, as promptly as practicable, claims in accordance with the terms of the applicable insurance policy; (ii) except with respect to claims made by the SLM BankCo Group that relate to Liabilities that are Navient Liabilities, SLM BankCo shall pay to the Navient Group an amount equal any deductibles, self-insured retention, fees and expenses incurred by any member of the Navient Group to the extent resulting from any access to or any claims made by any member of the SLM BankCo Group under any Shared Policy; (iii) except with respect to claims made by the Navient Group that relate to Liabilities that are SLM BankCo Liabilities, Navient shall pay to the SLM BankCo Group an amount equal to any deductibles, self-insured retention, fees and expenses incurred by any member of the SLM BankCo Group to the extent resulting from any access to or any claims made by any member of the Navient Group under any Shared Policy; and (iv) except to the extent for payments and reimbursements required pursuant to Section 5.1(c)(ii) and (iii), neither the Navient Group nor the SLM BankCo Group shall have any liability or indemnification obligation to repay or reimburse the other Party for any uninsured, uncovered, unavailable or uncollectible insurance amounts under the Shared Policies to the extent resulting from any access to or any claims made by any member of either Group under any Shared Policy; provided, however, that any such uninsured, uncovered, unavailable or uncollectible insurance amounts under the Shared Policies shall not relieve or reduce an Indemnifying Party of its indemnification obligations under this Agreement. (d) All payments and reimbursements pursuant to Section 5.1(c)(ii) and (iii) will be made on demand after receipt of an invoice therefor from the other Party. If a Party incurs costs to enforce the other Party’s obligations under Section 5.1(c)(ii) or (iii), as applicable, the other Party shall indemnify such Party for reasonable enforcement costs, including reasonable attorneys’ fees. (e) Each of Navient and SLM BankCo shall have the right to erode, exhaust limits, settle, release or otherwise resolve disputes relating to claims made by such Party under any Shared Policy. Navient and SLM BankCo shall cooperate and share such information as is reasonably necessary in order to permit the Parties to manage and conduct their insurance matters with respect to the Shared Policies. (f) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of either OpCo or any member of the OpCo SLM BankCo Group or the Navient Group in respect of any of the OpCo insurance policies and programs or any other contract or policy of insurancepolicy.

Insurance Matters. (a) Pinnacle CareFusion acknowledges and agrees, on its own behalf and on behalf of each other member of the members of the Pinnacle CareFusion Group, that, from and after the Time of DistributionEffective Time, neither Pinnacle CareFusion nor any members member of the Pinnacle CareFusion Group shall have any rights to or under any of OpCoCardinal Health’s or the OpCo Groupits Affiliates’ insurance policies. (b) At the Time of Distribution, all insurance policies (and rights and obligations thereunder) of any member of OpCo Group or Pinnacle Group, shall be retained by or transferred to a member of OpCo Group, as applicable, other than the any insurance policies acquired prior to the Effective Time of Distribution directly by and in the name of Pinnacle a member of the CareFusion Group or as expressly provided in this Section 6.3 or in the Employee Matters Agreement. (b) Notwithstanding Section 6.3(a), from and after the Effective Time, with respect to any losses, damages and liability incurred by any member of the CareFusion Group prior to the Effective Time, Cardinal Health will provide CareFusion with access to, and CareFusion may make claims under: (i) Cardinal Health’s or its Subsidiaries Affiliates’ third-party occurrence insurance policies (other than any Pre-Cardinal Health Insurance Policies) solely to the extent that such policies cover any (x) workers’ compensation, auto liability, general liability and property claims incurred prior to the Effective Time or (y) product liability claims incurred prior to June 30, 2004; (ii) Cardinal Health’s or its Affiliates’ third-party insurance policies (other than any Pre-Cardinal Health Insurance Policies) solely to the extent that such policies cover (x) employment practices liability, professional services liability and employee dishonesty/crime liability for covered claims reported to insurers prior to the Effective Time or (y) product liability for covered claims incurred on or after June 30, 2004 and reported to insurers prior to the Effective Time; (iii) Pre-Cardinal Health Insurance Policies that are occurrence insurance policies, including such policies that cover workers’ compensation, auto liability, general liability, product liability and property claims, solely to the extent that such Pre-Cardinal Health Insurance Policies cover claims incurred prior to the date that such policies were terminated; (iv) Pre-Cardinal Health Insurance Policies for product liability, employment practices liability and professional services liability for covered claims solely to the extent that such claims are reported to insurers during any extended reported periods that have not yet expired; and (v) Cardinal Health’s or its Affiliates’ fiduciary liability insurance policies for covered claims reported on, before or after the Effective Time, but only for wrongful acts which take place on or prior to the Effective Time; provided, that, in the case of each of clause (i), (ii), (iii), (iv) and (v), such access to, and the right to make claims under such insurance policies, shall be subject to the terms and conditions of such insurance policies, including any limits on coverage or scope, any deductibles and other fees and expenses, and shall be subject to the following additional conditions: (A) CareFusion shall report, as promptly as practicable (1) claims under the workers’ compensation policy in accordance with Cardinal Health’s claim reporting procedures in effect immediately prior to the Effective Time, (2) claims under all other policies (other than the Pre-Cardinal Health Insurance Policies) to the Corporate Risk Management Department of Cardinal Health and (3) claims under the Pre-Cardinal Health Insurance Policies directly to the applicable insurance company; (B) CareFusion shall indemnify, hold harmless and reimburse Cardinal Health and its Affiliates for any deductibles and self-insured retention incurred by Cardinal Health or its Affiliates to the extent resulting from any access to, any claims made by CareFusion or any of its Affiliates under, any insurance provided pursuant to Section 6.3(c6.3(b)(i) hereofand Section 6.3(b)(ii), including any indemnity payments, settlements, judgments, legal fees and allocated claims expenses and claim handling fees, whether such claims are made by CareFusion, its employees or third Persons; provided, further, that such indemnification and reimbursement obligation shall not apply to any deductibles or self-insured retention resulting from claims under Cardinal Health’s or its Affiliates’ workers’ compensation, auto liability, and general liability (other than product liability) insurance policies with policy effective dates of June 30, 2002 or earlier; (C) CareFusion shall exclusively bear and be responsible for (and Cardinal Health shall have no obligation to repay or reimburse CareFusion or any of its Affiliates for) and pay the applicable insurers as required under the applicable insurance policies for any and all costs as a result of having access to, or making claims under, any insurance provided pursuant to Section 6.3(b)(iii) and Section 6.3(b)(iv), including any deductibles and self-insured retention associated with such claims, retrospective, retroactive or prospective premium adjustments associated with the applicable insurance policies, catastrophic coverage charges, overhead, claim handling and administrative costs, Taxes, surcharges, state assessments, reinsurance costs, other related costs and claim payments, relating to all open, closed, re-opened claims covered by the applicable policies, whether such claims are made by CareFusion, its employees or third Persons; and (D) CareFusion shall exclusively bear (and Cardinal Health shall have no obligation to repay or reimburse CareFusion or its Affiliates for) and shall be liable for all uninsured, uncovered, unavailable or uncollectible amounts of all such claims made by CareFusion or any of its Affiliates under the policies as provided for in this Section 6.3(b). (c) Any payments, costs and adjustments required pursuant to Section 6.3(b) (other than payments, costs and adjustments with respect to Pre-Cardinal Health Insurance Policies, which payments, costs and adjustments shall be paid by CareFusion directly to the applicable insurers) shall be billed by Cardinal Health to CareFusion on a monthly basis and payable within thirty (30) days from receipt of invoice. If payment is not made within ninety (90) days of invoice, the outstanding amount will accrue interest from and including the ninetieth (90th) day following the date of the invoice to (but excluding) the date of payment at a rate per annum equal to nine percent (9%). If Cardinal Health incurs costs to enforce CareFusion’s obligations herein, CareFusion agrees to indemnify Cardinal Health for such enforcement costs, including attorneys’ fees. (d) Except for deductible reimbursement for workers’ compensation, automobile liability and general liability under controlling policies with effective dates of June 30, 2001 or earlier that are subject to Loss Portfolio Transfer Policy No. EIC-0203-009 and for workers’ compensation, automobile liability, hired auto PD and general liability that are subject to Deductible Reimbursement Policy No. EIC-0203-001 with an effective date of June 30, 2002, CareFusion acknowledges and agrees on its own behalf, and on behalf of each other member of the CareFusion Group, that neither CareFusion nor any member of the CareFusion Group shall have any right or claim against Cardinal Health or any of its Affiliates (including EPIC Insurance Company (“EPIC”)) for reimbursement, payment or any other obligation arising from any EPIC insurance policy covering CareFusion or any member of the CareFusion Group, and hereby irrevocably releases, as of the Effective Time, Cardinal Health and its Affiliates (including EPIC) from all of the duties, obligations, responsibilities and liabilities, known or unknown, reported or not reported, imposed upon Cardinal Health or any of its Affiliates (including EPIC) to the extent resulting from, relating to or arising out of any EPIC insurance policy covering CareFusion or any member of the CareFusion Group, without recourse to Cardinal Health or any of its Affiliates (including EPIC). (e) Cardinal Health shall retain the exclusive right to control its insurance policies and programs, including the right to exhaust, settle, release, commute, buy-back or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any CareFusion Liabilities and/or claims CareFusion has made or could make in the future, and no member of the CareFusion Group shall, without the prior written consent of Cardinal Health, erode, exhaust, settle, release, commute, buy-back or otherwise resolve disputes with Cardinal Health’s insurers with respect to any of Cardinal Health’s insurance policies and programs, or amend, modify or waive any rights under any such insurance policies and programs. CareFusion shall cooperate with Cardinal Health and share such information as is reasonably necessary in order to permit Cardinal Health to manage and conduct its insurance matters as it deems appropriate. In addition, CareFusion must pursue rights of recovery on all product liability claims or loss at all times that CareFusion has the ability to mitigate a product liability claim or loss via contract or tort. (f) At the Time of DistributionEffective Time, Pinnacle shall, at GLPI’s cost, CareFusion shall have in effect all insurance policies programs required to comply with PinnacleCareFusion’s statutory and contractual obligations and such other insurance policies (with such terms, conditions and limits) as are reasonably necessary or customary for companies operating a business similar to the Pinnacle BusinessCareFusion’s. Such insurance policies include, in addition to any policies required pursuant to and in accordance with the Master Lease Agreement, programs include general liability, commercial auto liability, workers’ compensation, employers employer’s liability, product liability, professional services liability, property, cargo, employment practices liability, employee dishonesty/crime, aircraft hull and liability, directors’ and officers’ liability, fiduciary liability and fiduciary liabilityspecial accident. (dg) Neither OpCo nor any CareFusion agrees, on its own behalf and on behalf of each other member of the OpCo Group CareFusion Group, that, from the Effective Time until the sixth (6th) anniversary of the Effective Time, Cardinal Health and its Affiliates shall be named as additional insureds or loss payee, whichever is appropriate, under any of CareFusion’s or its Affiliates’ insurance policies for product liability, foreign liability, employment practices liability, professional services liability, fiduciary liability and employee dishonesty/crime liability in respect of any Cardinal Health Liability arising out of the CareFusion Business (including any CareFusion products) or any wrongful act or omissions prior to the Effective Time. CareFusion shall indemnify, hold harmless and reimburse Cardinal Health and its Affiliates for any and all costs incurred by Cardinal Health or its Affiliates to the extent resulting from any CareFusion’s or its Affiliates’ insurance policies in which Cardinal Health or any of its Affiliates are named as additional insureds, including any deductibles, self-insured retentions or uninsured losses. (h) Except as otherwise provided in Section 6.3(i), Cardinal Health or any if its Affiliates shall have any no obligation to secure extended reporting for any claims under any of OpCoCardinal Health’s or the OpCo Group its Affiliates’ claims-made or occurrence-reported liability policies for any acts or omissions by Pinnacle or any member of the Pinnacle CareFusion Group incurred prior to the Time of DistributionEffective Time. (ei) Prior to the Effective Time, Cardinal Health shall obtain and fully pay for a directors and officers liability run-off insurance policy, for claims made after the Effective Time covering wrongful acts which take place on or prior to the Effective Time and arising out of or relating to the entities and business that are part of the CareFusion Group as of immediately after the Effective Time, with a policy period of at least six (6) years from and after the Effective Time, covering (i) current as of the Effective Time and former directors and officers of Cardinal Health, (ii) current as of the Effective Time and former directors and officers of the entities and business that are part of the CareFusion Group as of immediately after the Effective Time, (iii) current as of the Effective Time and former Cardinal Health employees for securities claims and (iv) Cardinal Health and its Affiliates and the entities and business that are part of the CareFusion Group as of immediately after the Effective Time and its Affiliates for securities claims. Such directors and officers liability run-off insurance policy shall be materially consistent with the directors and officers liability insurance policy currently maintained by Cardinal Health (except for the policy period and provisions excluding coverage for wrongful acts occurring after the Effective Time); provided, that Cardinal Health may substitute therefor policies with an insurer with a minimum A- VII A.M Best financial strength rating and with at least the same coverage, limits, retentions and containing terms and conditions which are, in the aggregate, no less advantageous to the covered directors, officers, employees and entities; provided, further, that Cardinal Health shall not be required to pay the one-time run-off premium in excess of one hundred fifty percent (150%) of the estimated run-off premium of two million dollars ($2,000,000). (j) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of either OpCo or any member of the OpCo Cardinal Health Group in respect of any of the OpCo Cardinal Health insurance policies and programs or any other contract or policy of insurance.

Insurance Matters. (a) Pinnacle acknowledges OPC and agreesCRC agree to cooperate in good faith to arrange insurance coverage for CRC to be effective no later than the Distribution Date. In no event shall OPC, on its own behalf and on behalf of each any other member of the members OPC Group or any OPC Indemnitee have Liability or obligation whatsoever to any member of the Pinnacle GroupCRC Group if any insurance policy or other contract or policy of insurance shall be terminated or otherwise cease to be in effect for any reason, that, from shall be unavailable or inadequate to cover any Liability of any member of the CRC Group for any reason whatsoever or shall not be renewed or extended beyond the current expiration date. (b) From and after the Time of DistributionDistribution Date, other than as provided in Section 6.1(c) or in Schedule 6.1(c), neither Pinnacle CRC nor any members member of the Pinnacle CRC Group shall have any rights to or under any of OpCoOPC’s or the OpCo Groupits Affiliates’ insurance policies. (b) . At the Time of DistributionDistribution Date, all insurance policies (and rights and obligations thereunder) of any member of OpCo Group or Pinnacle Group, CRC shall be retained by or transferred to a member of OpCo Group, as applicable, other than the insurance policies acquired prior to the Time of Distribution by and in the name of Pinnacle or its Subsidiaries pursuant to Section 6.3(c) hereof. (c) At the Time of Distribution, Pinnacle shall, at GLPI’s cost, have in effect all insurance policies programs required to comply with PinnacleCRC’s statutory and contractual obligations and such other insurance policies (as reasonably necessary, and, following the Distribution Date, CRC shall maintain such insurance programs and policies with such terms, conditions and limits) as are reasonably necessary or customary for companies operating a business similar to the Pinnacle Business. Such insurance policies include, in addition to any policies required pursuant to and in accordance insurers which comply with the Master Lease Agreement, general liability, commercial auto liability, workers’ compensation, employers liability, product liability, employment practices liability, employee dishonesty/crime, directors’ and officers’ liability and fiduciary liabilityminimum financial credit rating standards set by the major global insurance brokers. (dc) Neither OpCo nor From and after the Distribution Date, except with respect to the insurance matters identified on Schedule 6.1(c), whose treatment shall be as set forth on such Schedule, with respect to any losses, damages and liabilities incurred by any member of the OpCo CRC Group prior to or in respect of the period prior to the Distribution Date, OPC will provide CRC with access to, and CRC may, upon 10 days’ prior written notice to OPC, make claims under OPC’s third-party insurance policies and captive insurance policies, to the extent they have been reinsured in place at the time of the Initial Distribution and OPC’s historical policies of insurance, but solely to the extent that such policies provided coverage for the CRC Group prior to the Distribution; provided, that such access to, and the right to make claims under such insurance policies, shall be subject to the terms and conditions of such insurance policies, including any limits on coverage or scope, any deductibles and other fees and expenses, and shall be subject to the following additional conditions: (i) CRC shall provide OPC with a written report sixty (60) days prior to any such third-party insurance policy’s renewal date, as advised by OPC, identifying any claims made by CRC for which notice has previously been provided to insurers of OPC; (ii) CRC and its Affiliates shall indemnify, hold harmless and reimburse OPC and its Affiliates for any deductibles, self-insured retention, fees and expenses incurred by OPC or its Affiliates to the extent resulting from any such access to, or any claims made by CRC or any of its Affiliates under, any insurance provided pursuant to this Section 6.1(c), including any indemnity payments, settlements, judgments, legal fees and allocated claims expenses and claim handling fees, whether such claims are made by CRC, its employees or third Persons; and (iii) CRC shall exclusively bear (and neither OPC nor its Affiliates shall have any obligation to secure extended reporting repay or reimburse CRC or its Affiliates for) and shall be liable for any all uninsured, uncovered, unavailable or uncollectible amounts of all such claims under made by CRC or any of OpCo’s its Affiliates under the policies as provided for in this Section 6.1(c). If an insurance policy aggregate is exhausted, or believed likely to be exhausted, due to noticed claims, the OpCo Group claims-made or occurrence-reported liability policies CRC Group, on the one hand, and the OPC Group, on the other hand, shall be responsible for any acts or omissions by Pinnacle or any member their pro rata portion of the Pinnacle reinstatement premium, based upon the losses of such Group incurred submitted to OPC’s insurance carrier(s) (including any submissions prior to the Time Distribution Date). To the extent that the OPC Group or the CRC Group is allocated more than its pro rata portion of Distribution. (e) This Agreement such premium due to the timing of losses submitted to OPC’s insurance carrier(s), the other party shall not be considered as promptly pay the first party an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of either OpCo or any member amount so that each Group has been properly allocated its pro rata portion of the OpCo reinstatement premium. OPC and CRC can mutually agree not to reinstate the policy aggregate and each Group in respect then will bear all of any of the OpCo insurance policies and programs or any other contract or policy of insuranceits own future costs.

Insurance Matters. (a) Pinnacle acknowledges The Company and agreesits subsidiaries, on as a whole, (i) as of the Effective Time, shall have its own behalf and on behalf of each of the members of the Pinnacle Group, that, from and after the Time of Distribution, neither Pinnacle nor any members the Pinnacle Group shall have any rights to or under any of OpCo’s or the OpCo Group’ insurance policies. (b) At the Time of Distribution, all insurance policies (and rights and obligations thereunder) of any member of OpCo Group or Pinnacle Group, shall be retained by or transferred to a member of OpCo Group, as applicable, other than the insurance policies acquired prior to the Time of Distribution by and in the name of Pinnacle or its Subsidiaries pursuant to Section 6.3(c) hereof. (c) At the Time of Distribution, Pinnacle shall, at GLPI’s cost, have in effect all insurance policies required to comply with Pinnacle’s statutory and contractual obligations and such other insurance policies (with such terms, conditions and limits) as are reasonably necessary or customary for companies operating a business similar to the Pinnacle Business. Such insurance policies include, in addition to any policies required pursuant to and in accordance with the Master Lease Agreement, general liability, commercial auto liability, workers’ compensation, employers liability, product liability, employment practices liability, employee dishonesty/crime, directors’ and officers’ liability insurance with sufficient coverage (including, without limitation, in amounts) that is consistent with customary market practices in its business and fiduciary liability(ii) at and after the Effective Time to the Trigger Date, shall continuously maintain such liability insurance. For the avoidance of doubt, at and after the Effective Time, the Company shall not submit any claims under Xxxxxxxx’s directors’ and officers’ liability insurance. (b) Prior to the Trigger Date, members of the Company Group shall be insured by, have direct access or availability to, be entitled to make direct claims on or be entitled to claim benefits directly from or under Genworth Insurance Arrangements, in each case solely to the extent provided by the terms of the Genworth Insurance Arrangements, as the same may be modified, terminated or otherwise changed from time to time in accordance with Section 7.5(f) below. Members of the Company Group will pay premiums and other costs under each such Genworth Insurance Arrangement in accordance with Genworth’s allocation methodologies (consistently applied) for its other Subsidiaries, as the same may be in effect from time to time. (c) From and after the Trigger Date, members of the Company Group shall cease to be insured by, have access or availability to, be entitled to make claims on, be entitled to claim benefits from or seek coverage under any Genworth Insurance Arrangement, other than with respect to any claim, act, omission, event, circumstance, occurrence or loss that occurred or existed prior to the Trigger Date (and then only to the extent that such claim, act, omission, event, circumstance, occurrence or loss occurred or existed on or prior to the Trigger Date) (a “Pre-Trigger Date Event”) and was reported to the applicable insurer in accordance with the provisions of the applicable Genworth Insurance Arrangement, subject in each case to the terms and conditions of the applicable Genworth Insurance Arrangement and the requirements of subparagraph (f) below. Upon receipt of a written request from the Company, Genworth shall use its commercially reasonable efforts to reduce or cancel the Company Group’s coverage under any Genworth Insurance Arrangement, effective no earlier than sixty (60) days after Xxxxxxxx’s receipt of such request, provided, however that (i) any costs associated with or incurred in connection with such reduction or cancellation shall be borne exclusively by the Company Group, (ii) the Company Group understands that there may be no premium refund or credit provided by the relevant insurers as a result of such reduction or cancellation and (iii) if and to the extent that Genworth actually receives a premium refund or credit from the relevant insurers for the term of the coverage so reduced or cancelled as a direct result of such reduction or cancellation, Genworth shall only be obligated to credit or pay over to the Company Group the lesser of (A) the amount of any such credit or refund or (B) the amount last charged to the Company Group by Genworth for such coverage during such term. (d) Neither OpCo nor Notwithstanding subparagraph (b) above, with respect to any Pre-Trigger Date Event relating to Company Liabilities or the members of the Company Group that would be covered by Genworth’s occurrence-based insurance policies, the members of the Company Group may directly access, make direct claims on, claim benefits directly from or under such policies, subject in each case to the terms and conditions of such occurrence-based policies and the requirements of subparagraph (f) below. (e) Notwithstanding subparagraph (b) above, with respect to any Pre-Trigger Date Event relating to Company Liabilities or the members of the Company Group that would be covered by Genworth’s claims made-based insurance policies, the members of the Company Group may directly access, make direct claims on, claim benefits directly from or under such policies, subject to the terms and conditions of such claims made-based insurance policies and the requirements of subparagraph (f) below. (f) In connection with any pursuit by or on behalf of any member of the OpCo Company Group of insurance benefits or coverage permitted by this Section 7.5: (i) the Company shall as promptly as reasonably practicable notify Genworth’s Treasurer of all such claims and/or efforts to seek benefits or coverage and Genworth and the Company shall reasonably cooperate with one another in pursuing all such claims; provided, that the Company shall be solely responsible for notifying the relevant insurance companies of such claims and complying with all conditions for such claims. In addition, the applicable member of the Company Group shall (A) pursue or (B) to the extent assignable and permitted under the applicable Genworth Insurance Arrangement, assign to Genworth or the applicable insurer, any rights of recovery against third parties with respect to Pre-Trigger Date Events for which a claim is made and shall cooperate with Genworth with respect to pursuit of such rights. The order of priority of any such recoveries shall inure first to Genworth to reimburse any and all costs incurred by Genworth directly or indirectly as a result of such claims or losses, second to pay or satisfy any applicable deductibles and retentions under the relevant Genworth Insurance Arrangements and third to the relevant member of the Company Group; (ii) Genworth shall have the right but not the duty to monitor and/or provide input with respect to coverage claims or requests for benefits asserted by the members of the Company Group under the relevant Genworth Insurance Arrangements, including the coverage positions and arguments asserted therein, provided that the Company (A) shall be liable for any fees, costs and expenses incurred by Genworth relating to any unsuccessful coverage claim, (B) shall provide the notice contemplated in Section 7.5(f)(i), (C) shall not, without the written consent of Genworth, erode, settle, release, commute or otherwise resolve disputes with respect to the relevant Genworth Insurance Arrangements nor amend, modify or waive any rights thereunder, and (D) shall not assign any Genworth Insurance Arrangements or any rights or claims thereunder; and (iii) the Company shall exclusively bear and be liable (and Genworth shall have no obligation to secure extended reporting repay or reimburse the applicable member of the Company Group) for any claims under any of OpCo’s all deductibles and retentions and uninsured, uncovered, unavailable or the OpCo Group uncollectible amounts relating to or associated with such claims-, whether made or occurrence-reported liability policies for any acts or omissions by Pinnacle or any member of the Pinnacle Company Group, its employees or third parties. (g) Notwithstanding anything contained herein, Genworth shall retain exclusive right to control all of its insurance policies and programs, including the Genworth Insurance Arrangements referenced in subparagraphs (b) through (e) above, and the benefits and amounts payable thereunder, including the right to exhaust, settle, release, commute, buy-back or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any Liabilities and/or claims that any member of the Company Group incurred has made or could make in the future, including coverage claims with respect to Pre-Trigger Date Events. The Company Group shall cooperate with Genworth and share such information as is reasonably necessary in order to permit Genworth to manage and conduct its insurance matters as Genworth deems appropriate and that the Company, on behalf of itself and each member of the Company Group, hereby gives consent for Genworth to, on or after the date of this Agreement, inform any affected insurer of this Agreement and to provide such insurer with a copy hereof. (h) With respect to all open, closed and re-opened claims covered under Genworth’s workers’ compensation, international employers’ liability insurance policies and/or comparable workers’ compensation self-insurance, state or country programs relating to employees (whether present or former, active or inactive) of any member of the Company Group arising from occurrences prior to the Time Trigger Date, the Company shall promptly reimburse Genworth for all claim payments, costs and expenses relating to such claims, as well as any, catastrophic coverage charges, overhead, claim handling and administrative costs, taxes, surcharges, state assessments, other related costs, whether such claims are made by any member of Distributionthe Company Group, its employees or third parties. (ei) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance insurance, and shall not be construed nothing in this Agreement is intended to waive or abrogate in any right way Xxxxxxxx’s or remedy of either OpCo the Company’s own rights to insurance coverage for any liability, whether relating to Genworth or any member of its Affiliates or the OpCo Company Group or otherwise. (j) Sections 7.5(b), (c), (d), (e) and (f) shall only be in respect of any of effect for so long as the OpCo insurance policies and programs or any other contract or policy of insuranceShared Services Agreement is in effect.

Insurance Matters. Each of the Borrowers and their Subsidiaries shall maintain or cause to be maintained, with financially sound and reputable insurers and at prevailing market rates, business interruption insurance, casualty insurance, such public liability insurance, third party property damage insurance with respect to liabilities, losses or damage in respect of the assets, properties and businesses of the Borrowers and their Subsidiaries as may customarily be carried or maintained under Prudent Industry Practice, in each case in such amounts (agiving effect to self insurance), with such deductibles, covering such risks and otherwise on such terms and conditions as shall be within the minimum and maximum ranges set forth on Schedule 5.01(d). Without limiting the generality of the foregoing, the Borrowers and their Subsidiaries will maintain or cause to be maintained replacement value casualty insurance on the Collateral under such policies of insurance, with such insurance companies, in such amounts, with such deductibles, and covering such risks as are at all times carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses. Each such policy of insurance shall (i) Pinnacle acknowledges and agreesname the Term Loan Collateral Agent, on its own behalf and on behalf of each Secured Parties as an additional insured thereunder as its interests may appear, and (ii) in the US 7362483v.35 case of ”all risk” coverages as set forth in the members energy package as described in Part 1 of Schedule 4.01(u), contain a loss payable clause or endorsement, satisfactory in form and substance to the Pinnacle GroupTerm Loan Collateral Agent in its reasonable discretion, thatthat names the Term Loan Collateral Agent, from on behalf of Secured Parties as the loss payee thereunder and after provides for at least thirty days’ prior written notice to the Time Term Loan Collateral Agent of Distribution, neither Pinnacle nor any members modification or cancellation of such policy. To the Pinnacle Group shall have any rights to extent that the Parent or under any of OpCo’s or the OpCo Group’ insurance policies. its Subsidiaries (b) At the Time of Distribution, all insurance policies (and rights and obligations thereunder) of any member of OpCo Group or Pinnacle Group, shall be retained by or transferred to a member of OpCo Group, as applicable, other than the Borrowers and their Subsidiaries) receives any insurance policies acquired prior proceeds (including any business interruption insurance proceeds) that are attributable to the Time business or properties of Distribution by and in the name Borrowers or any Subsidiary of Pinnacle or its Subsidiaries pursuant the Borrowers, the Parent agrees to Section 6.3(c) hereof. (c) At the Time promptly cause 100% of Distribution, Pinnacle shall, at GLPI’s cost, have in effect all insurance policies required such proceeds to comply with Pinnacle’s statutory and contractual obligations and such other insurance policies (with such terms, conditions and limits) as are reasonably necessary or customary for companies operating a business similar be contributed to the Pinnacle Business. Such insurance policies include, in addition to any policies required pursuant to and in accordance with the Master Lease Agreement, general liability, commercial auto liability, workers’ compensation, employers liability, product liability, employment practices liability, employee dishonesty/crime, directors’ and officers’ liability and fiduciary liabilityBorrowers. (d) Neither OpCo nor any member of the OpCo Group shall have any obligation to secure extended reporting for any claims under any of OpCo’s or the OpCo Group claims-made or occurrence-reported liability policies for any acts or omissions by Pinnacle or any member of the Pinnacle Group incurred prior to the Time of Distribution. (e) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of either OpCo or any member of the OpCo Group in respect of any of the OpCo insurance policies and programs or any other contract or policy of insurance.

Insurance Matters. (a) Pinnacle acknowledges The Purchasers acknowledge and agrees, on its own behalf agree that all insurance coverage for the Target Companies and on behalf of each the Business under insurance policies and self-insurance programs of the members Sellers’ Group (other than insurance policies and self-insurance programs solely of the Pinnacle GroupTarget Companies) will terminate as of the Closing and, thatfollowing the Closing, from and no claims by any Purchaser or any of its Affiliates may be brought against any insurance policy or self-insurance program of the Sellers’ Group in respect of the Target Companies or the Business regardless of whether the events underlying such claim arose prior to, at or after the Time of Distribution, neither Pinnacle nor any members the Pinnacle Group shall have any rights to or under any of OpCo’s or the OpCo Group’ insurance policiesClosing. (b) At the Time of DistributionNotwithstanding Section 6.16(a), all insurance policies (and rights and obligations thereunder) of any member of OpCo Group or Pinnacle Group, shall be retained by or transferred with respect to a member of OpCo Group, as applicable, other than the insurance policies acquired prior to the Time of Distribution by and in the name of Pinnacle or its Subsidiaries pursuant to Section 6.3(c) hereof. (c) At the Time of Distribution, Pinnacle shall, at GLPI’s cost, have in effect all insurance policies required to comply with Pinnacle’s statutory and contractual obligations and such other insurance policies (with such terms, conditions and limits) as are reasonably necessary or customary for companies operating a business similar to the Pinnacle Business. Such insurance policies include, in addition to any policies required pursuant to and in accordance with the Master Lease Agreement, general liability, commercial auto liability, workers’ compensation, employers liability, product liability, employment practices liability, employee dishonesty/crime, directors’ and officers’ liability and fiduciary liability. (d) Neither OpCo nor any member of the OpCo Group shall have any obligation to secure extended reporting for any claims under any of OpCo’s or insurance policy covering the OpCo Group claims-made or occurrence-reported liability policies for any acts or omissions by Pinnacle or any member Business as of the Pinnacle Group incurred Closing Date, including all property and casualty insurance policies, workers’ compensation insurance policies related to any Business Employee or third party U.S. automobile liability insurance policies, the Sellers will retain responsibility for claims under such policies, including responsibility to report such claims to the appropriate insurance company or agency, to the extent that (i) the actions, incidents or accidents underlying any such claims occurred prior to the Time of Distribution. Closing and (eii) This Agreement shall not be considered as an attempted assignment such coverage is available under such polices; provided, however, that the Purchasers will reimburse the Sellers for any (i) deductibles or self-insured retention amounts required by any such policies accruing after Closing and (ii) administrative, service or other similar fees accruing after Closing and billed by the Sellers’ insurance carriers for such policies to the Sellers in connection with the processing of any such claims. Such payments will be made by wire transfer of immediately available funds to an account designated in writing by the Sellers for such purposes. Following the Closing, the Purchasers and the Sellers will work together, and provide such cooperation as is reasonably necessary, to conduct and settle any claim brought under any such insurance policy of insurance or as a contract of insurance and shall not be construed the Sellers’ Group for which Purchasers are required to waive any right or remedy of either OpCo or any member of reimburse the OpCo Group in respect of any of the OpCo insurance policies and programs or any other contract or policy of insuranceSellers pursuant to this Section 6.16(b).

Insurance Matters. (a) Pinnacle acknowledges and agreesNotwithstanding anything else in this Agreement to the contrary, on its own behalf and on behalf of each as of the members of Closing Date, the Pinnacle Group, that, from and after the Time of Distribution, neither Pinnacle nor any members the Pinnacle Group shall have any rights to or coverage under any of OpCo’s or the OpCo Group’ insurance policies. (b) At the Time of Distribution, all insurance policies (and rights and obligations thereunder) maintained by AQ Seller or any of any member its Affiliates, including those set forth on Schedule 2.15 as being maintained by AQ Seller for the benefit of OpCo Group or Pinnacle Groupthe Company, shall be retained by or transferred to a member continue in force solely only for the benefit of OpCo Group, as applicable, AQ Seller and its Affiliates (other than the Company and its Subsidiaries) and not for the benefit of the Purchaser or its Affiliates (including, after the Closing, the Company and its Subsidiaries). The Purchaser agrees to arrange for its own insurance policies acquired prior with respect to the Time Company and its Subsidiaries and the SRO Business covering all periods following the Closing Date and agrees not to seek, through any means, to benefit from any of Distribution the insurance policies maintained by and in the name of Pinnacle AQ Seller or its Subsidiaries pursuant Affiliates with respect to Section 6.3(c) hereof. (c) At such period set forth on Schedule 2.15, provided that the Time of Distributionforegoing shall not restrict the Purchaser with respect to any Pre-Closing Claims. Following the Closing, Pinnacle shallAQ Seller shall provide to Purchaser and the Company and its Subsidiaries, at GLPI’s costaccess to and, have in effect upon reasonable request, information with respect to, all occurrence-based liability insurance policies required to comply with Pinnacle’s statutory and contractual obligations and such other insurance policies (with such terms, conditions and limits) as are reasonably necessary or customary for companies operating a business similar to the Pinnacle Business. Such insurance policies include, in addition on Schedule 2.15 that have provided coverage to any policies required pursuant to of the Company and in accordance with the Master Lease Agreementits Subsidiaries, including general liability, commercial auto liability, workers’ compensationcompensation insurance policies, employers liabilityand any other occurrence-based liability insurance policies, product liabilityprovided that such access shall not unreasonably interfere with the business of AQ Seller or its Affiliates. Such insurance, employment practices liabilityto the extent provided in the applicable policies, employee dishonesty/crime, directors’ shall be available to cover the Company and officers’ liability and fiduciary liability. (d) Neither OpCo nor its Subsidiaries to the extent any member claims are asserted that arise out of the OpCo Group shall have any obligation to secure extended reporting for any claims under any operations of OpCo’s or Company and its Subsidiaries and the OpCo Group claims-made or occurrence-reported liability policies for any acts or omissions by Pinnacle or any member of the Pinnacle Group incurred SRO Business prior to Closing, subject in each case, to the Time terms and limitations of Distribution. such policies (e) This Agreement “Pre-Closing Claims”). If any Pre-Closing Claim is asserted after the Closing, the Purchaser or its Affiliates shall not be considered responsible to pay all deductibles, expenses, self-retention amounts, premium adjustments, litigation expenses or other costs as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of either OpCo or any member of required under the OpCo Group in respect of any of the OpCo applicable insurance policies and programs all costs of prosecution or collection thereof. AQ Seller shall use its reasonable best efforts to cooperate with Purchaser and the Company and its Subsidiaries in any other contract of their efforts to avail themselves of coverage under any such applicable insurance policies with respect to Pre-Closing Claims, but it shall be the responsibility of the Company or policy its Subsidiaries to submit claims directly to the applicable insurers. For purposes of insurancethis Section 12.07, the “reasonable best efforts” of AQ Seller shall not require the AQ Seller or its Affiliates or representatives to expend any money, incur any liability, commence any litigation or arbitration proceeding, waive or surrender any right, modify any agreement, or to offer or grant any accommodation or concession (financial or otherwise) to any third party or to otherwise suffer any detriment.

Insurance Matters. (a) Pinnacle acknowledges All policies, binders, slips, certificates, annuity contracts and agreesparticipation agreements and other agreements of insurance, whether individual or group, in effect as of the date hereof (including all applications, supplements, endorsements, riders and ancillary agreements in connection therewith) that are issued by the Company Insurance Subsidiaries (the "Company Insurance Contracts"), and any and all marketing materials, are, to the extent required under applicable Law, on its own behalf forms approved by applicable insurance Regulatory Authorities or which have been filed and on behalf of each of not objected to by such authorities within the members of period provided for objection, and such forms comply in all material respects with the Pinnacle GroupInsurance Laws applicable thereto and, thatas to premium rates established by any Company Insurance Subsidiary that are required to be filed with or approved by insurance Regulatory Authorities, from the rates have been so filed or approved, the premiums charged conform thereto in all material respects, and after such premiums comply in all material respects with the Time of Distribution, neither Pinnacle nor any members the Pinnacle Group shall have any rights to or under any of OpCo’s or the OpCo Group’ insurance policiesInsurance Laws applicable thereto. (b) At Section 5.16(b) lists all of the Time reinsurance and coinsurance treaties or agreements, including retrocessional agreements, to which the Company or any Company Insurance Subsidiary is a party or under which the Company or any Company Insurance Subsidiary has any existing rights, obligations or Liabilities (collectively, the "Reinsurance Contracts"). All of Distributionthe Reinsurance Contracts are in full force and effect, all insurance policies (and rights and obligations thereunder) neither the Company nor any Company Insurance Subsidiary, nor, to the Knowledge of the Company, any other party to a Reinsurance Contract, is in Default in any material respect as to any provision thereof. No Reinsurance Contract contains any provision providing that the other party thereto may terminate such Reinsurance Contract by reason of the transactions contemplated by this Agreement. Neither the Company nor any Company Insurance Subsidiary has received any notice to the effect that the financial condition of any member other party to any such Reinsurance Contract is impaired with the result that a Default thereunder may reasonably be anticipated, whether or not such Default may be cured by the operation of OpCo Group or Pinnacle Group, shall be retained by or transferred to a member of OpCo Group, as applicable, other than the insurance policies acquired prior to the Time of Distribution by and any offset clause in the name of Pinnacle or its Subsidiaries pursuant to Section 6.3(c) hereofsuch Reinsurance Contract. (c) At the Time of Distribution, Pinnacle shall, at GLPI’s cost, have in effect all insurance policies required to comply with Pinnacle’s statutory and contractual obligations and such other insurance policies (with such terms, conditions and limits) as are reasonably necessary or customary for companies operating a business similar Prior to the Pinnacle Business. Such insurance policies includedate hereof, in addition the Company has delivered or made available to Parent a true and complete copy of any material actuarial reports prepared by actuaries, independent or otherwise, with respect to any Company Insurance Subsidiary since December 31, 1994, and all attachments, addenda, supplements and modifications thereto (the "Company Actuarial Analyses"). The information and data furnished by the Company or any Company Insurance Subsidiary to its independent actuaries in connection with the preparation of the Company Actuarial Analyses were accurate in all material respects. Furthermore, to the Knowledge of the Company, each Company Actuarial Analysis was based upon an accurate inventory of policies required pursuant to in force for the Company Insurance Subsidiaries at the relevant time of preparation, was prepared using appropriate modeling procedures accurately applied and in conformity with generally accepted actuarial standards consistently applied, and the projections contained therein were properly prepared in accordance with the Master Lease Agreement, general liability, commercial auto liability, workers’ compensation, employers liability, product liability, employment practices liability, employee dishonesty/crime, directors’ and officers’ liability and fiduciary liabilityassumptions stated therein. (d) Neither OpCo nor any member None of the OpCo Group shall have any obligation to secure extended reporting for any claims under any of OpCo’s Standard & Poor's Corporation, Moody's Investors Service, Inc. or the OpCo Group claims-made or occurrence-reported liability policies for any acts or omissions by Pinnacle or any member of the Pinnacle Group incurred prior to the Time of Distribution. (e) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of either OpCo or any member of the OpCo Group in respect of any of the OpCo insurance policies and programs or any other contract or policy of insurance.A.

Insurance Matters. (a) Pinnacle GLPI acknowledges and agrees, on its own behalf and on behalf of each of the members of the Pinnacle GroupGLPI Subsidiaries, that, from and after the Time of DistributionEffective Time, neither Pinnacle GLPI nor any members of the Pinnacle Group GLPI Subsidiaries shall have any rights to or under any of OpCoPenn’s or the OpCo GroupPenn Subsidiaries’ insurance policies. (b) At the Time of Distribution, all insurance policies (and rights and obligations thereunder) of any member of OpCo Group or Pinnacle Group, shall be retained by or transferred to a member of OpCo Group, as applicable, other than the any insurance policies acquired prior to the Effective Time of Distribution directly by and in the name of Pinnacle a member of GLPI or any of the GLPI Subsidiaries or as expressly provided in this Section 6.3 or in the Employee Matters Agreement. (b) Notwithstanding Section 6.3(a), from the Effective Time through December 31, 2013, the TRS Properties shall continue to be covered by Penn’s or a Penn Subsidiary’s existing property insurance policies, it being understood that GLPI shall promptly reimburse Penn or such Penn Subsidiary for any premiums or other costs associated with such coverage. In addition from and after the Effective Time, with respect to any Liability incurred by GLPI or any of the GLPI Subsidiaries prior to the Effective Time (or, solely with respect to any property insurance policies relating to the TRS Properties prior to December 31, 2013), Penn shall provide GLPI with access to, and GLPI may make claims under insurance policies purchased by Penn if and to the extent that the terms of such policies provide such coverage to GLPI or the GLPI Subsidiaries, and subject to the terms and conditions of such insurance policies, including any limits on coverage or scope, any deductibles or self-insured retentions and other fees and expenses, and subject to the following additional conditions: (i) GLPI shall report claims under such policies directly to the applicable insurance company or its Third-Party Administrator (“TPA”) as applicable, as promptly as practicable, and shall provide a copy of all such claim reports to the Corporate Risk Management Department of Penn, and if Penn disagrees with any matter covered in such claims reports, Penn may notify the applicable insurance company, and shall provide a copy of such communication to GLPI; (ii) GLPI shall exclusively bear and be responsible for (and Penn shall have no obligation to repay or reimburse GLPI or any of the GLPI Subsidiaries for) and pay the applicable insurers or TPA as required under the applicable insurance policies and TPA agreements for any and all costs as a result of having access to, or making claims under, any insurance provided pursuant to this Section 6.3(c6.3(b), including any deductibles and self-insured retentions associated with such claims, retrospective, retroactive or prospective premium adjustments associated with the applicable insurance policies, catastrophic coverage charges, overhead, claim handling and administrative costs, Taxes, surcharges, state assessments, reinsurance costs, other related costs and claim payments, relating to all open, closed, re-opened claims covered by the applicable policies, whether such claims are made by GLPI, its employees or third Parties, and GLPI shall indemnify, hold harmless and reimburse Penn and the Penn Subsidiaries for any deductibles and self-insured retentions incurred by Penn or the Penn Subsidiaries to the extent resulting from any access to, any claims made by GLPI or any of the GLPI Subsidiaries under, any insurance provided pursuant to this Section 6.3(b), including any indemnity payments, settlements, judgments, legal fees and allocated claims expenses and claim handling fees, whether such claims are made by GLPI, any GLPI Subsidiary, their respective employees or third Parties; (iii) hereofGLPI shall exclusively bear (and Penn shall have no obligation to repay or reimburse GLPI or any of the GLPI Subsidiaries for) and shall be liable for all uninsured, uncovered, unavailable or uncollectible amounts of all such claims made by GLPI or any of the GLPI Subsidiaries under the policies as provided for in this Section 6.3(b); and (iv) Neither GLPI nor any GLPI Subsidiary, in connection with making a claim under any insurance policy of Penn or any Penn Subsidiary pursuant to this Section 6.3(b), shall take any action that would be reasonably likely to: (A) have an adverse impact on the then-current relationship between Penn or any Penn Subsidiary, on the one hand, and the applicable insurance company, on the other hand or (B) otherwise compromise, jeopardize or interfere with the rights of Penn or any Penn Subsidiary under the applicable insurance policy. At all times, the Parties shall, and shall cause their respective Subsidiaries to, cooperate with reasonable requests for information by the other Party or the insurance companies regarding any such insurance policy claim. (c) Any payments, costs and adjustments required pursuant to Section 6.3(b) shall be billed by Penn, on behalf of itself and the Penn Subsidiaries, to GLPI on a monthly basis and GLPI, on behalf of itself and the GLPI Subsidiaries, shall pay such payments, costs and adjustments to Penn within sixty (60) days from receipt of invoice. If Penn incurs costs to enforce GLPI’s obligations under this Section 6.3, GLPI agrees to indemnify Penn for such enforcement costs, including reasonable attorneys’ fees. (d) At the Time of DistributionEffective Time, Pinnacle shall, at GLPI’s cost, GLPI shall have in effect all insurance policies programs required to comply with PinnacleGLPI’s statutory and contractual obligations and such other insurance policies (with such terms, conditions and limits) as are reasonably necessary or customary for companies operating a business similar to the Pinnacle GLPI Business. Such insurance policies include, in addition to any policies required pursuant to and in accordance with the Master Lease Agreement, programs include general liability, commercial auto liability, workers’ compensation, employers liability, product liability, employment practices liability, employee dishonesty/crime, directors’ and officers’ liability and fiduciary liability. GLPI shall obtain a property insurance program on or prior to December 31, 2013, and, notwithstanding Section 6.3(a), between the Effective Date and December 31, 2013, the property insurance of Penn shall provide coverage (determined in the sole discretion of Penn) for GLPI and the GLPI Subsidiaries. (de) Neither OpCo Penn nor any member of the OpCo Group Penn Subsidiaries shall have any obligation to secure extended reporting for any claims under any of OpCoPenn’s or the OpCo Group Penn Subsidiaries’ claims-made or occurrence-reported liability policies for any acts or omissions by Pinnacle GLPI or any member of the Pinnacle Group GLPI Subsidiary incurred prior to the Time of DistributionEffective Time. (ef) This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of either OpCo Penn or any member of the OpCo Group Penn Subsidiary in respect of any of the OpCo Penn insurance policies and programs or any other contract or policy of insurance.

Insurance Matters. Following the Closing, Sphinx shall provide Arion and its Affiliates (aincluding the Purchased Entities) Pinnacle access to, upon reasonable request, information with respect to all occurrence-based third-party insurance policies that have provided coverage to any Purchased Entity or the Business prior to Closing. Such insurance, to the extent provided in the applicable policies, shall be available to cover the Liabilities of the Purchased Entities and the Business to the extent any claims are asserted that arise out of operations of the Purchased Entities or the Business prior to Closing, subject in each case to the terms and limitations of such policies (the “Pre-Closing Claims”). If any Pre-Closing Claim is asserted after the Closing, Arion or its Affiliates shall be responsible to pay all deductibles, self-retention amounts, premium adjustments, litigation expenses or other costs as required under the applicable insurance policies and all costs of prosecution or collection thereof. Sphinx shall use its commercially reasonable efforts to cooperate with Arion and the Purchased Entities in any of their efforts to avail themselves of coverage under any such applicable insurance policies with respect to Pre-Closing Claims, but it shall be the responsibility of the Purchased Entities to submit claims directly to the applicable insurers. Arion acknowledges that certain policies and agrees, on its own behalf and insurance coverage maintained on behalf of the Business are part of the corporate insurance program maintained by Sphinx and its Subsidiaries, and related to businesses other than the Business, in which case, such coverage will not be available with respect to any claims that are asserted or arise out of operations of the Purchased Entities or the Business following the Closing or otherwise Transferred to Arion. From and after the Closing Date, the Purchased Entities and their Subsidiaries shall cease to be insured by Sphinx’s or its Subsidiaries’ insurance policies or by any of their self-insured programs except with respect to Pre-Closing Claims in accordance with this Section 6.8, and Sphinx and any of its Subsidiaries may, to be effective at the Closing, amend any insurance policies in the manner it deems appropriate to give effect to this Section 6.8 with respect to coverage of the Purchased Entities or the Business following the Closing. Neither Arion nor any of its Affiliates (including, after the Closing, each of the members Purchased Entities) shall have any access, right, title or interest to or in any such insurance policies (including to all claims and rights to make claims and all rights to proceeds other than with respect to claims made on behalf of Arion, its Affiliates or the Business) to cover any assets of Arion or its Affiliates or any Liability arising from the operation of the Pinnacle Group, that, from Business following the Closing. From and after the Time Closing, Arion shall be responsible for securing all insurance it considers appropriate for Arion and its Affiliates and its operation of Distribution, neither Pinnacle nor any members the Pinnacle Group shall have Business. Arion covenants and agrees not to seek to assert or to exercise any rights to or under any of OpCo’s or the OpCo Group’ insurance policies. (b) At the Time of Distribution, all insurance policies (and rights and obligations thereunder) of any member of OpCo Group or Pinnacle Group, shall be retained by or transferred to a member of OpCo Group, as applicable, other than the insurance policies acquired prior to the Time of Distribution by and in the name of Pinnacle or its Subsidiaries pursuant to Section 6.3(c) hereof. (c) At the Time of Distribution, Pinnacle shall, at GLPI’s cost, have in effect all insurance policies required to comply with Pinnacle’s statutory and contractual obligations and such other insurance policies (with such terms, conditions and limits) as are reasonably necessary or customary for companies operating a business similar to the Pinnacle Business. Such insurance policies include, in addition to any policies required pursuant to and in accordance with the Master Lease Agreement, general liability, commercial auto liability, workers’ compensation, employers liability, product liability, employment practices liability, employee dishonesty/crime, directors’ and officers’ liability and fiduciary liability. (d) Neither OpCo nor any member claims of the OpCo Group shall have any obligation to secure extended reporting for any claims under any of OpCo’s or the OpCo Group claims-made or occurrence-reported liability policies for any acts or omissions by Pinnacle Business or any member of the Pinnacle Group incurred prior to the Time of Distribution. (e) This Agreement shall not be considered as an attempted assignment of any policy of insurance Purchased Entity under or as a contract of insurance and shall not be construed to waive any right or remedy of either OpCo or any member of the OpCo Group in respect of any of past or current insurance policy the OpCo insurance policies and programs Business or any other contract or policy of insurancePurchased Entity is a named insured except with respect to Pre-Closing Claims.