Common use of Protective Provisions Clause in Contracts

Protective Provisions. (a) Every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to Trust Indemnified Parties shall be subject to the provisions of this Section 5.7. (b) In the event the Directors retain counsel (including at the expense of TAFT VI), the Directors shall be afforded the benefit of the attorney-client privilege with respect to all communications with such counsel, and in no event shall the Directors be deemed to have waived any right or privilege, including, without limitation, the attorney-client privilege even if the communications with counsel had the effect of guiding the Directors in the performance of duties hereunder. A successor to any of the Directors shall succeed to and hold the same respective rights and benefits of the predecessor for purposes of privilege, including the attorney-client privilege. No Tribe Beneficiary or other party may raise any exception to the attorney-client privilege discussed herein as any such exceptions are hereby waived by all Parties. (c) To the extent that, at law or in equity, the Directors have duties (including fiduciary duties) and liabilities relating hereto, to the Trust or to the Tribe Beneficiaries, it is hereby understood and agreed by the Parties and the Tribe Beneficiaries that such duties and liabilities are eliminated to the fullest extent permitted by applicable law, including Section 3806 of the Act, and replaced by the duties and liabilities expressly set forth in this Trust Agreement with respect to the Directors; provided, however, that the duties of care and loyalty are not eliminated but are limited and subject to the terms of this Trust Agreement, including but not limited to Section 5.6 herein. (d) No Trust Indemnified Party shall be personally liable under any circumstances, except for their own willful misconduct, bad faith, gross negligence or fraud as determined by a Final Order. (e) No provision of this Trust Agreement shall require the Trust Indemnified Parties to expend or risk their own personal funds or otherwise incur financial liability in the performance of their rights, duties and powers hereunder. (f) In the exercise or administration of the Trust hereunder, the Trust Indemnified Parties (i) may act directly or through their respective agents or attorneys pursuant to agreements entered into with any of them, and the Trust Indemnified Parties shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys have been selected by the Trust Indemnified Parties in good faith and with due care, and (ii) may consult with counsel, accountants and other professionals to be selected by them in good faith and with due care and employed by them, and shall not be liable for anything done, suffered or omitted in good faith by them in accordance with the advice or opinion of any such counsel, accountants or other professionals.

Protective Provisions. (a) Every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to Trust Indemnified Parties shall be subject to the provisions of this Section 5.7. (b) In the event the Directors retain counsel (including including, at the expense of TAFT VIVII), the Directors shall be afforded the benefit of the attorney-client privilege with respect to all communications with such counsel, and in no event shall the Directors be deemed to have waived any right or privilege, privilege including, without limitation, the attorney-client privilege even if the communications with counsel had the effect of guiding the Directors in the performance of duties hereunder. A successor to any of the Directors shall succeed to and hold the same respective rights and benefits of the predecessor for purposes of privilege, including the attorney-client privilege. No Tribe Beneficiary or other party may raise any exception to the attorney-client privilege discussed herein as any such exceptions are hereby waived by all Partiesparties. (c) To the extent that, at law or in equity, the Directors have duties (including fiduciary duties) and liabilities relating hereto, to the Trust or to the Tribe Beneficiaries, it is hereby understood and agreed by the Parties and the Tribe Beneficiaries that such duties and liabilities are eliminated to the fullest extent permitted by applicable law, including Section 3806 of the Act, and replaced by the duties and liabilities expressly set forth in this Trust Agreement with respect to the Directors; provided, however, that the duties of care and loyalty are not eliminated but are limited and subject to the terms of this Trust Agreement, including but not limited to Section 5.6 herein. (d) No Trust Indemnified Party shall be personally liable under any circumstances, except for their own willful misconduct, bad faith, gross negligence or fraud as finally judicially determined by a Final Ordercourt of competent jurisdiction. (e) No provision of this Trust Agreement shall require the Trust Indemnified Parties to expend or risk their own personal funds or otherwise incur financial liability in the performance of their rights, duties and powers hereunder. (f) In the exercise or administration of the Trust hereunder, the Trust Indemnified Parties (i) may act directly or through their respective agents or attorneys pursuant to agreements entered into with any of them, and the Trust Indemnified Parties shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys have been selected by the Trust Indemnified Parties in good faith and with due care, and (ii) may consult with counsel, accountants and other professionals to be selected by them in good faith and with due care and employed by them, and shall not be liable for anything done, suffered or omitted in good faith by them in accordance with the advice or opinion of any such counsel, accountants or other professionals.

Protective Provisions. (a) Every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to Trust Indemnified Parties shall be subject to the provisions of this Section 5.7. (b) In the event the Directors retain counsel (including including, at the expense of TAFT VIV), the Directors shall be afforded the benefit of the attorney-client privilege with respect to all communications with such counsel, and in no event shall the Directors be deemed to have waived any right or privilege, privilege including, without limitation, the attorney-client privilege even if the communications with counsel had the effect of guiding the Directors in the performance of duties hereunder. A successor to any of the Directors shall succeed to and hold the same respective rights and benefits of the predecessor for purposes of privilege, including the attorney-client privilege. No Tribe Beneficiary or other party may raise any exception to the attorney-client privilege discussed herein as any such exceptions are hereby waived by all Partiesparties. (c) To the extent that, at law or in equity, the Directors have duties (including fiduciary duties) and liabilities relating hereto, to the Trust or to the Tribe Beneficiaries, it is hereby understood and agreed by the Parties and the Tribe Beneficiaries that such duties and liabilities are eliminated to the fullest extent permitted by applicable law, including Section 3806 of the Act, and replaced by the duties and liabilities expressly set forth in this Trust Agreement with respect to the Directors; provided, however, that the duties of care and loyalty are not eliminated but are limited and subject to the terms of this Trust Agreement, including but not limited to Section 5.6 herein. (d) No Trust Indemnified Party shall be personally liable under any circumstances, except for their own willful misconduct, bad faith, gross negligence or fraud as finally judicially determined by a Final Ordercourt of competent jurisdiction. (e) No provision of this Trust Agreement shall require the Trust Indemnified Parties to expend or risk their own personal funds or otherwise incur financial liability in the performance of their rights, duties and powers hereunder. (f) In the exercise or administration of the Trust hereunder, the Trust Indemnified Parties (i) may act directly or through their respective agents or attorneys pursuant to agreements entered into with any of them, and the Trust Indemnified Parties shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys have been selected by the Trust Indemnified Parties in good faith and with due care, and (ii) may consult with counsel, accountants and other professionals to be selected by them in good faith and with due care and employed by them, and shall not be liable for anything done, suffered or omitted in good faith by them in accordance with the advice or opinion of any such counsel, accountants or other professionals.

Protective Provisions. [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (a) Every provision Upon a CM's failure to cure any material breach of its obligations under this Agreement within the time provided in Section 14.3 or upon termination of this Trust Agreement pursuant to Section 14.3(c), INHALE shall automatically have the right to engage in or make arrangements for substitute performance. To this end, the defaulting CM agrees to reasonably cooperate with INHALE and its Pharmaceutical Collaborators in negotiating agreements with such CM's vendors that supply to such CM critical goods and services relating to the conduct Devices, Base Units, Transjectors and Xxxxxxxx to ensure that such vendors will sell goods and/or provide services directly to INHALE or affecting its Pharmaceutical Collaborators immediately after any termination of this Agreement by INHALE pursuant to Section 14.3. Upon any such termination, the liability defaulting CM shall reasonably cooperate in transferring to INHALE, and/or its Pharmaceutical Collaborators or any contractor of the foregoing that manufactures Devices, Base Units, Transjectors or affording protection to Trust Indemnified Parties shall be subject Xxxxxxxx under this Section 14.4 ("Subsequent Suppliers") all Improvements to the provisions of this Section 5.7foregoing and all Device Manufacturing Inventions, at INHALE's cost. (b) In At INHALE's request, from time to time during the event Term of this Agreement, the Directors retain counsel (including at the expense of TAFT VIapplicable CM shall furnish to INHALE, for possible use under circumstances described in Section 14.4(a), such of such CM's know-how necessary or useful for the Directors shall be afforded the benefit manufacture of the attorney-client privilege with respect to all communications with such counselDevices, Base Units, Transjectors and in no event shall the Directors be deemed to have waived any right or privilegeXxxxxxxx, including, without limitation, blueprints and other technical information necessary to produce Tooling and otherwise manufacture such items. Such information shall be placed in escrow pursuant to an escrow agreement to be negotiated by the attorney-client privilege even if Parties and a mutually agreed upon escrow agent which agreement shall contain terms typical of standard technology escrow agreements. Such terms shall provide among other things that information held in escrow shall be delivered by the communications with counsel had escrow agent to INHALE or its designee upon the effect delivery of guiding a statement from an executive officer of INHALE or its designee certifying that a material breach by such CM has occurred, and remained uncured, under the Directors in the performance terms of duties hereunder. A successor to any of the Directors shall succeed to Section 14.3 and hold the same respective rights and benefits of the predecessor for purposes of privilege, including the attorney-client privilege. No Tribe Beneficiary or other party may raise any exception that INHALE is entitled as a result to the attorney-client privilege discussed herein as any such exceptions are hereby waived by all Partiesremedies provided under Section 14.4(a). (c) To the extent that, at law or in equity, the Directors have duties (including fiduciary duties) and liabilities relating hereto, to the Trust or to the Tribe Beneficiaries, it is hereby understood and agreed by the Parties and the Tribe Beneficiaries that such duties and liabilities are eliminated to the fullest extent permitted by applicable law, including Section 3806 of the Act, and replaced by the duties and liabilities expressly set forth in this Trust Agreement with respect to the Directors; provided, however, that the duties of care and loyalty are not eliminated but are limited and subject to the terms of this Trust Agreement, including but not limited to Section 5.6 herein. (d) No Trust Indemnified Party shall be personally liable under any circumstances, except for their own willful misconduct, bad faith, gross negligence or fraud as determined by a Final Order. (e) No provision of this Trust Agreement shall require the Trust Indemnified Parties to expend or risk their own personal funds or otherwise incur financial liability in the performance of their rights, duties and powers hereunder. (f) In the exercise or administration of the Trust hereunder, the Trust Indemnified Parties (i) may act directly or through their respective agents or attorneys pursuant to agreements entered into with any of them, and the Trust Indemnified Parties shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys have been selected by the Trust Indemnified Parties in good faith and with due care, and (ii) may consult with counsel, accountants and other professionals to be selected by them in good faith and with due care and employed by them, and shall not be liable for anything done, suffered or omitted in good faith by them in accordance with the advice or opinion of any such counsel, accountants or other professionals.[**] [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. [**]

Protective Provisions. (a) Every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to Trust Indemnified Parties shall be subject to the provisions of this Section 5.7. (b) In the event the Directors retain counsel (including at the expense of TAFT VIIX), the Directors shall be afforded the benefit of the attorney-client privilege with respect to all communications with such counsel, and in no event shall the Directors be deemed to have waived any right or privilege, including, without limitation, the attorney-client privilege even if the communications with counsel had the effect of guiding the Directors in the performance of duties hereunder. A successor to any of the Directors shall succeed to and hold the same respective rights and benefits of the predecessor for purposes of privilege, including the attorney-client privilege. No Tribe Beneficiary or other party may raise any exception to the attorney-client privilege discussed herein as any such exceptions are hereby waived by all Parties. (c) To the extent that, at law or in equity, the Directors have duties (including fiduciary duties) and liabilities relating hereto, to the Trust or to the Tribe Beneficiaries, it is hereby understood and agreed by the Parties and the Tribe Beneficiaries that such duties and liabilities are eliminated to the fullest extent permitted by applicable law, including Section 3806 of the Act, and replaced by the duties and liabilities expressly set forth in this Trust Agreement with respect to the Directors; provided, however, that the duties of care and loyalty are not eliminated but are limited and subject to the terms of this Trust Agreement, including but not limited to Section 5.6 herein. (d) No Trust Indemnified Party shall be personally liable under any circumstances, except for their own willful misconduct, bad faith, gross negligence or fraud as determined by a Final Order. (e) No provision of this Trust Agreement shall require the Trust Indemnified Parties to expend or risk their own personal funds or otherwise incur financial liability in the performance of their rights, duties and powers hereunder. (f) In the exercise or administration of the Trust hereunder, the Trust Indemnified Parties (i) may act directly or through their respective agents or attorneys pursuant to agreements entered into with any of them, and the Trust Indemnified Parties shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys have been selected by the Trust Indemnified Parties in good faith and with due care, and (ii) may consult with counsel, accountants and other professionals to be selected by them in good faith and with due care and employed by them, and shall not be liable for anything done, suffered or omitted in good faith by them in accordance with the advice or opinion of any such counsel, accountants or other professionals.

Protective Provisions. (a) Every Notwithstanding any other provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to Trust Indemnified Parties shall be subject to the provisions of this Section 5.7. (b) In the event the Directors retain counsel (including at the expense of TAFT VI), the Directors shall be afforded the benefit of the attorney-client privilege with respect to all communications with such counsel, and in no event shall the Directors be deemed to have waived any right or privilege, including, without limitation, the attorney-client privilege even if the communications with counsel had the effect of guiding the Directors in the performance of duties hereunder. A successor to any of the Directors shall succeed to and hold the same respective rights and benefits of the predecessor for purposes of privilege, including the attorney-client privilege. No Tribe Beneficiary or other party may raise any exception to the attorney-client privilege discussed herein as any such exceptions are hereby waived by all Parties. (c) To the extent that, at law or in equity, the Directors have duties (including fiduciary duties) and liabilities relating hereto, to the Trust or to the Tribe Beneficiaries, it is hereby understood and agreed by the Parties and the Tribe Beneficiaries that such duties and liabilities are eliminated to the fullest extent permitted by applicable law, including Section 3806 in addition to the approval of the ActDirectors, and replaced the following actions described in this Section 3(a) (collectively, the “Consent Matters”) shall require the prior written consent of Pride Aggregator as set out below: i. none of the following actions shall be taken by the duties and liabilities expressly Company, including any proposal by the Board to be put to the vote of the stockholders of the Company with respect thereto, without the prior written consent of Pride Aggregator for so long as Pride Aggregator owns at least 5% of the Original Amount (except as set forth in the proviso in Section 3(a)(I)): I. amending, altering or changing, or waiving any rights under, this Trust Agreement Agreement, the organizational documents, including the Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of the Company (which shall also be subject to Section 5 hereof), and/or the organizational documents of any subsidiary of the Company; provided that, notwithstanding the foregoing, for so long as Pride Aggregator owns any outstanding Common Stock, any amendment, alteration, or change to, or waiver under, other organizational documents, including the Second Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws of the Company, and/or the organizational documents of any subsidiary of the Company that would adversely affect in any respect any rights specific to Pride Aggregator (subject to applicable law) require the written consent of Pride Aggregator; II. authorizing or issuing any equity securities of the Company having rights, preferences or privileges that are superior or senior to the outstanding Common Stock (or any securities convertible or exchangeable therefor pursuant to their terms); III. any transaction with any stockholder or Affiliate of a stockholder or any Director or officer of the Company or any of its subsidiaries (other than employment agreements with officers not otherwise affiliated with a stockholder); IV. winding up the Company; and V. entering into any agreement with respect to the Directors; providedmatters described in the foregoing clauses (I) through (IV) or taking any such action indirectly. ii. none of the following actions shall be taken by the Company, however, that including any proposal by the duties of care and loyalty are not eliminated but are limited and subject Board to be put to the terms vote of this Trust Agreementthe stockholders of the Company with respect thereto, including but not limited without the prior written consent of Pride Aggregator for so long as Pride Aggregator owns at least 20% of the Original Amount: I. the declaration or payment of any dividend or other distribution to Section 5.6 herein.the stockholders by the Company or redemption, repurchase or exchange (as applicable) of any equity securities of the Company; II. issuing or granting any equity securities of the Company or its subsidiaries, other than (dA) No Trust Indemnified Party shall be personally liable grants under the Paycor HCM, Inc. 2021 Omnibus Incentive Plan, or (B) in connection with transactions consistent with certain specified strategies; and III. entry by the Company into any circumstances, except for their own willful misconduct, bad faith, gross negligence or fraud as determined by a Final Order. (e) No provision of this Trust Agreement shall require agreement with respect to the Trust Indemnified Parties to expend or risk their own personal funds or otherwise incur financial liability matters described in the performance of their rights, duties and powers hereunder. foregoing clauses (fI) In the exercise through (II) or administration of the Trust hereunder, the Trust Indemnified Parties (i) may act directly or through their respective agents or attorneys pursuant to agreements entered into with any of them, and the Trust Indemnified Parties shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys have been selected by the Trust Indemnified Parties in good faith and with due care, and (ii) may consult with counsel, accountants and other professionals to be selected by them in good faith and with due care and employed by them, and shall not be liable for anything done, suffered or omitted in good faith by them in accordance with the advice or opinion of taking any such counsel, accountants or other professionalsaction indirectly.

Protective Provisions. The Parties hereto agree that, following the Closing and until the end of the final Performance Period, the determination of Net Revenues and EBITDA shall be computed in accordance with the following guidelines: (a) Every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to Trust Indemnified Parties there shall be subject no charge to EBITDA for any transactional costs of Parent in completing this Merger, other than expenses incurred by Parent in respect of the provisions review by Parent's independent public accounting firm of this Section 5.7.the Company's interim financial statements for FY 2005; (b) In the event the Directors retain counsel (including at the expense of TAFT VI)Parent corporate, the Directors management, compliance and other general administrative overhead shall be afforded the benefit of the attorney-client privilege with respect to all communications with such counsel, and in no event shall the Directors be deemed to have waived any right or privilege, including, without limitation, the attorney-client privilege even if the communications with counsel had the effect of guiding the Directors in the performance of duties hereunder. A successor to any of the Directors shall succeed to and hold the same respective rights and benefits of the predecessor for purposes of privilege, including the attorney-client privilege. No Tribe Beneficiary or other party may raise any exception allocated to the attorney-client privilege discussed herein as any such exceptions are hereby waived by all Parties.Surviving Corporation in a reasonable and equitable manner; (c) To Parent's compensation to Scott Tibbitts consistent with his compensation level at the extent that, at law or in equity, the Directors have duties (including fiduciary duties) and liabilities relating hereto, to the Trust or to the Tribe Beneficiaries, it is hereby understood and agreed by the Parties and the Tribe Beneficiaries that such duties and liabilities are eliminated to the fullest extent permitted by applicable law, including Section 3806 datx xx xxxx Xxxxxxent shall be considered an expense of the Act, and replaced by the duties and liabilities expressly set forth in this Trust Agreement with respect to the Directors; provided, however, that the duties of care and loyalty are not eliminated but are limited and subject to the terms of this Trust Agreement, including but not limited to Section 5.6 herein.Surviving Corporation; (d) No Trust Indemnified Party shall any services provided by Parent to the Surviving Corporation and vice-versa will be personally liable under any circumstancesat burdened cost incurred for such services, except for their own willful misconduct, bad faith, gross negligence or fraud as determined by a Final Order. if applicable; (e) No provision no effect will be given for any change in accounting methods for the Company and the Surviving Corporation from those utilized as of the date of this Trust Agreement shall require the Trust Indemnified Parties to expend or risk their own personal funds or otherwise incur financial liability in the performance of their rights, duties and powers hereunder.Agreement; (f) In indemnification amounts recovered by the exercise or administration Surviving Corporation pursuant to Article VII shall not be considered income of the Trust hereunderSurviving Corporation; (g) no effect will be given for any writedown or writeoff of goodwill of the Surviving Corporation; (h) for the purpose of calculating the Net Revenues and EBITDA of the Surviving Corporation, the Trust Indemnified Parties allocation of costs and revenues on cooperative or joint contracts involving the joint sale of products or services of both Parent and the Surviving Corporation will be negotiated in advance in good faith as if the agreements were arm's-length; and (i) may act directly or through their respective agents or attorneys pursuant a portion of Parent's audit fees will be allocated to agreements entered into with any of them, and the Trust Indemnified Parties shall not be liable Surviving Corporation for the default or misconduct expenses of such agents or attorneys if such agents or attorneys have been selected auditing the Surviving Corporation's financial statements, which amount shall equal for each Performance Period the arithmetic mean of the aggregate accounting and auditing fees paid by the Trust Indemnified Parties Company in good faith and with due care, and (ii) may consult with counsel, accountants and other professionals to be selected by them in good faith and with due care and employed by them, and shall not be liable for anything done, suffered or omitted in good faith by them in accordance with respect of the advice or opinion of any such counsel, accountants or other professionalstwo fiscal years immediately preceding the Closing.

Protective Provisions. (a) Every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to Trust Indemnified Parties shall be subject to the provisions of this Section 5.7. (b) In the event the Directors Trustees retain counsel (including including, at the expense of TAFT VIII), the Directors Trustees shall be afforded the benefit of the attorney-client privilege with respect to all communications with such counsel, and in no event shall the Directors Trustees be deemed to have waived any right or privilege, privilege including, without limitation, the attorney-client privilege even if the communications with counsel had the effect of guiding the Directors Trustees in the performance of duties hereunder. A successor to any of the Directors Trustees shall succeed to and hold the same respective rights and benefits of the predecessor for purposes of privilege, including the attorney-client privilege. No Tribe Beneficiary or other party may raise any exception to the attorney-client privilege discussed herein as any such exceptions are hereby waived by all Partiesparties. (c) To the extent that, at law or in equity, the Directors Trustees have duties (including fiduciary duties) and liabilities relating hereto, to the Trust or to the Tribe Beneficiaries, it is hereby understood and agreed by the Parties and the Tribe Beneficiaries that such duties and liabilities are eliminated to the fullest extent permitted by applicable law, including Section 3806 of the Act, and replaced by the duties and liabilities expressly set forth in this Trust Agreement with respect to the DirectorsTrustees; provided, however, that the duties of care and loyalty are not eliminated but are limited and subject to the terms of this Trust Agreement, including but not limited to Section 5.6 herein. (d) No Trust Indemnified Party shall be personally liable under any circumstances, except for their own willful misconduct, bad faith, gross negligence or fraud as finally judicially determined by a Final Ordercourt of competent jurisdiction. (e) No provision of this Trust Agreement shall require the Trust Indemnified Parties to expend or risk their own personal funds or otherwise incur financial liability in the performance of their rights, duties and powers hereunder. (f) In the exercise or administration of the Trust hereunder, the Trust Indemnified Parties (i) may act directly or through their respective agents or attorneys pursuant to agreements entered into with any of them, and the Trust Indemnified Parties shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys have been selected by the Trust Indemnified Parties in good faith and with due care, and (ii) may consult with counsel, accountants and other professionals to be selected by them in good faith and with due care and employed by them, and shall not be liable for anything done, suffered or omitted in good faith by them in accordance with the advice or opinion of any such counsel, accountants or other professionals.

Protective Provisions. (a) Every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to Trust Indemnified Parties shall be subject to the provisions of this Section 5.75.6. (b) In the event the Directors retain Trustee retains counsel (including at the expense of TAFT VIthe Trust), the Directors Trustee shall be afforded the benefit of the attorney-client privilege with respect to all communications with such counsel, and in no event shall the Directors Trustee be deemed to have waived any right or privilege, privilege including, without limitation, the attorney-client privilege even if the communications with counsel had the effect of guiding the Directors Trustee in the performance of duties hereunder. A successor to any of the Directors Trustee shall succeed to and hold the same respective rights and benefits of the any predecessor for purposes of privilege, including the attorney-client privilege. No Tribe Beneficiary or other party may raise any exception to the attorney-client privilege discussed herein as any such exceptions are hereby waived by all Partiesparties. (c) To the extent that, at law or in equity, the Directors have Trustee has duties (including fiduciary duties) and liabilities relating hereto, to the Trust or to the Tribe Beneficiaries, it is hereby understood and agreed by the Parties and the Tribe Beneficiaries that such duties and liabilities are eliminated to the fullest extent permitted by applicable law, including Section 3806 of the Act, and replaced by the duties and liabilities expressly set forth in this Trust Agreement with respect to the DirectorsTrustee; provided, however, that the duties of care and loyalty are not eliminated but are limited and subject to the terms of this Trust Agreement, including but not limited to Section 5.6 herein. (d) No Trust Indemnified Party shall be personally liable under any circumstances, except for their own willful misconduct, bad faith, gross negligence or fraud as finally judicially determined by a Final Ordercourt of competent jurisdiction. (e) No provision of this Trust Agreement shall require the Trust Indemnified Parties to expend or risk their own personal funds or otherwise incur financial liability in the performance of their rights, duties and powers hereunder. (f) In the exercise or administration of the Trust hereunder, the Trust Indemnified Parties (i) may act directly or through their respective agents or attorneys pursuant to agreements entered into with any of them, and the Trust Indemnified Parties shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys have been selected by the Trust Indemnified Parties in good faith and with due care, and (ii) may consult with counsel, accountants and other professionals to be selected by them in good faith and with due care and employed by them, and shall not be liable for anything done, suffered or omitted in good faith by them in accordance with the advice or opinion of any such counsel, accountants or other professionals.

Protective Provisions. (a) Every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to Trust Indemnified Parties shall be subject to the provisions of this Section 5.75.5. (b) In the event the Directors retain Trustee and/or the Claims Administrator retains counsel (including including, at the expense of TAFT VIthe Trust), the Directors Trustee and/or Claims Administrator, as applicable, shall be afforded the benefit of the attorney-client privilege with respect to all communications with such counsel, and in no event shall the Directors Trustee and/or the Claims Administrator, as applicable, be deemed to have waived any right or privilege, privilege including, without limitation, the attorney-client privilege even if the communications with counsel had the effect of guiding the Directors Trustee and/or the Claims Administrator in the performance of duties hereunder. A successor to any either of the Directors Trustee or the Claims Administrator shall succeed to and hold the same respective rights and benefits of the predecessor for purposes of privilege, including the attorney-client privilege. No Tribe Beneficiary Beneficial Owner or other party may raise any exception to the attorney-client privilege discussed herein as any such exceptions are hereby waived by all Partiesparties. (c) To the extent that, at law or in equity, the Directors have Trustee has duties (including fiduciary duties) and liabilities relating hereto, to the Trust or to the Tribe Trust Beneficiaries, it is hereby understood and agreed by the Parties and the Tribe Trust Beneficiaries that such duties and liabilities are eliminated to the fullest extent permitted by applicable law, including Section 3806 of the Delaware Statutory Trust Act, and replaced by the duties and liabilities expressly set forth in this Trust Agreement with respect to the Directors; providedTrustee, provided however, that the duties of care and loyalty are not eliminated but are limited and subject to the terms of this the Trust Agreement, including but not limited to Section 5.6 5.4 herein. (d) No Trust Indemnified Party shall be personally liable under any circumstances, except for their own willful misconduct, bad faith, gross negligence faith or fraud as determined by a Final Order. (e) No provision of this Trust Agreement shall require the Trust Indemnified Parties to expend or risk their own personal funds or otherwise incur financial liability in the performance of their rights, duties duties, and powers hereunder. (f) In the exercise or administration of the Trust hereunder, the Trust Indemnified Parties (i) may act directly or through their respective agents or attorneys pursuant to agreements entered into with any of them, and the Trust Indemnified Parties shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys have been selected by the Trust Indemnified Parties in good faith and with due care, and (ii) may consult with counsel, accountants accountants, and other professionals professions Persons to be selected by them in good faith and with due care and employed by them, and shall not be liable for anything done, suffered suffered, or omitted in good faith by them in accordance with the advice or opinion of any such counsel, accountants accountants, or other professionals.

Protective Provisions. (a) Every provision The Company shall comply with the following covenants, unless it has received the prior written consent of (x) the Majority CDP Holders (so long as the CDP Investors meet the Minimum Threshold) and (y) either (A) the Majority Wellington Holders (so long as the Wellington Investors meet the Minimum Threshold) or (B) the Majority Guggenheim Holders (so long as the Guggenheim Investors meet the Minimum Threshold): (i) The Company shall make Tax Distributions to the holders of Units as and when required under the LLC Agreement (and the Company shall cause its direct and indirect Subsidiaries to make distributions sufficient to satisfy such obligation); provided, however, that, so long as the Senior Note Indenture is in effect and to the extent funded by distributions from DRC and its Subsidiaries, the aggregate Tax Distributions since the Issue Date shall not exceed the lesser of: (A) the aggregate amount since the Issue Date of the relevant tax (including any penalties and interest) that DRC would owe if it were filing a separate tax return (or a separate consolidated or combined return with its Subsidiaries that are members of DRC’s consolidated or combined group), taking into account any carryovers and carrybacks of tax attributes (such as net operating losses) of DRC and such Subsidiaries from other taxable years; and (B) the aggregate amount of the relevant tax that the Equityholders actually owe to the appropriate taxing authority after the date hereof; provided, further, however, that any Tax Distributions received from the Company from funds provided by DRC and its Subsidiaries shall be paid over to the appropriate taxing authority within 30 days of receipt by the Equityholders of such Tax Distributions or refunded to the Company (which refunded amounts shall be paid to DRC); (ii) The Company shall maintain and cause each of its Subsidiaries to maintain its existence, material licenses and material permits in good standing; (iii) The Company shall comply and cause each of its Subsidiaries to comply with all applicable material laws, rules and regulations and all of its material contractual obligations; (iv) The Company shall pay and cause each of its Subsidiaries to pay all required taxes as and when due and payable; (v) Neither the Company nor any of its Subsidiaries shall become a party to any agreement which, by its terms: (1) expressly restricts the Company’s performance of this Trust Agreement relating or any other Transaction Document or (2) imposes any non-competition or other restrictive covenant obligation on Investor or any of their Affiliates without such Investor’s prior written consent; (vi) The Company shall maintain and cause each of its Subsidiaries to maintain insurance (in accordance with past practice and industry standards); (vii) The Company shall hold meetings of the Board on at least a quarterly basis; (viii) The Company shall not (A) create or issue any equity interests of the Company senior to the conduct or affecting the liability of or affording protection to Trust Indemnified Parties shall be subject to the provisions of this Section 5.7. (b) In the event the Directors retain counsel (including at the expense of TAFT VI), the Directors shall be afforded the benefit of the attorney-client privilege Common Units with respect to all communications with such counsel, and in no event shall the Directors be deemed to have waived any right or privilege, distributions (including, without limitation, the attorneydistribution of assets on the liquidation, dissolution or winding up of the Company) or rights of redemption, or (B) issue or transfer (or cause to be issued or transferred) any equity securities or equity-client privilege even linked securities in any of its Subsidiaries (other than Unrestricted Subsidiaries) to any Person other than the Company or any of its direct or indirect wholly-owned Subsidiaries unless each Investor is offered an opportunity to participate in such issuance or transfer as if it was an offering of Units by the communications with counsel had Company subject to the effect preemptive rights of guiding Section 7(a); (ix) The Company shall not repurchase or redeem any equity interest of the Directors Company or Convertible Securities in excess of $5,000,000 in the performance aggregate per calendar year, other than (A) Equity Equivalents held by any employee of duties hereunder. A successor the Company or any of its Subsidiaries or the Management Company in the event of such employee’s death, retirement or termination of employment to the extent permitted under the Senior Note Indenture at a price not to exceed fair market value, (B) the repurchase or redemption of Units pursuant to the Redemption Agreement or the CDP Redemption Agreement or (C) any repurchase or redemption (including any repurchase or redemption of the Guggenheim Warrant) which is offered pro rata to all Equityholders; (x) The Company shall not merge or consolidate, or permit any Material Subsidiary to merge or consolidate, with or into any Person (other than mergers or consolidations among the Company or any of its direct or indirect wholly-owned Subsidiaries), or sell, lease transfer, convey or dispose of, in one or a series of related transactions, all or substantially all of the assets of the Company or any Material Subsidiary, or otherwise effectuate a Sale of the Company; (xi) the Company shall not consummate, or permit any Material Subsidiary (other than an Unrestricted Subsidiary) to consummate, a reorganization or recapitalization of the Company or any Material Subsidiary (other than Unrestricted Subsidiaries) or effect any other change in the capital structure of the Company or any Material Subsidiary (other than Unrestricted Subsidiaries), other than mergers or consolidations among the Company or any of its direct or indirect wholly-owned Subsidiaries; (xii) The Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to, any Indebtedness in excess of any limitations on Indebtedness set forth in the Senior Note Indenture; (xiii) The Company shall not create, incur or assume, or permit any of its Subsidiaries to create, incur or assume, any lien or encumbrance of any kind upon the assets of the Company or any of its Subsidiaries which is not permitted under the Senior Note Indenture; (xiv) The Company shall not make any material change to the Principal Line of Business conducted by the Company and its Subsidiaries; (xv) The Company shall not acquire any interest in or contribute capital to, or permit any of its Subsidiaries to acquire any interest in or contribute capital to, any Person (including, without limitation, any Unrestricted Subsidiary) or business (whether by a purchase of assets, purchase of equity, merger or otherwise), or enter into any joint venture, which requires a capital investment by the Company and/or its Restricted Subsidiaries to consummate such transaction in excess of $20,000,000 in the aggregate or which would not be permitted by the Senior Note Indenture; (xvi) The Company shall not grant options or issue Equity Equivalents to any employee of the Company or any of its Subsidiaries other than options or Equity Equivalents relating to Common Units pursuant to equity incentive plans approved by the Board which Common Units shall not exceed 112.227 Common Units (adjusted for unit splits, unit combinations and other similar transactions occurring after the date hereof); (xvii) The Company shall not permit any of the Directors shall succeed Company’s Subsidiaries (other than Unrestricted Subsidiaries) to and hold issue any equity securities or Convertible Securities to any Person other than the same respective rights and benefits Company or any of the predecessor for purposes Company’s direct or indirect wholly-owned Subsidiaries, or permit any other transaction to occur which would result in any direct or indirect Subsidiary of privilegethe Company (other than any Unrestricted Subsidiary) not being a direct or indirect wholly-owned Subsidiary of the Company; (xviii) The Company shall not, and shall not permit any of its Subsidiaries to, enter into or permit to exist any transaction (including the attorney-client privilege. No Tribe Beneficiary purchase, sale, lease or other party may raise exchange of any exception to property, employee compensation arrangements or the attorney-client privilege discussed herein as rendering of any such exceptions are hereby waived by all Parties. (cservice) To with, or for the extent thatbenefit of, at law or in equity, the Directors have duties (including fiduciary duties) and liabilities relating hereto, to the Trust or to the Tribe Beneficiaries, it is hereby understood and agreed by the Parties and the Tribe Beneficiaries that such duties and liabilities are eliminated to the fullest extent permitted by applicable law, including Section 3806 any Affiliate of the ActCompany or any of its Subsidiaries, and replaced by member of the duties and liabilities expressly set forth in this Trust Agreement with respect to Board or Executive Officer of the DirectorsCompany (or any Affiliate, Executive Officer, director, family member or equityholder of the foregoing); provided, however, that this clause (xviii) shall not apply to the duties following: (A) Reasonable ordinary course employment, consultant and director arrangements approved by the Board, including reasonable compensation (including bonuses) and other reasonable benefits (including retirement, health, severance, stock option and other benefit plans) for directors, officers, consultants and employees of care the Company and loyalty are not eliminated but are limited its Subsidiaries; (B) transactions between or among the Company and/or any of its Subsidiaries; (C) any transaction with any non-Affiliate that becomes an Affiliate as a result of such transaction; (D) loans or advances to employees or consultants (other than to Xxxxxxx X. Cloobeck or Xxxxx X. Xxxxxx or any family member of either of them (or any entity owned or controlled by Xxxxxxx X. Cloobeck, Xxxxx X. Xxxxxx or any family member of either of them)) in the ordinary course of business and subject to consistent with past practice, and the cancellation or forgiveness or modification of the terms of such loans or advances; (E) any agreement existing on the date hereof, as in effect on the date hereof, or as modified, amended, amended and restated, supplemented or replaced so long as the terms of such agreement as modified, amended, amended and restated, supplemented or replaced (x) do not result in an increase of more than 10% in the net cost thereof to the Company and its Subsidiaries or (y) are not materially in other respects more disadvantageous to the Company and its Subsidiaries, than the terms of such agreement as in effect on the date hereof; (F) any transaction approved pursuant to the requirements of Section 8(b); and (G) any transaction not covered by clauses (A) through (F) above with or for the benefit of an Affiliate of the Company (other than a family member of an Affiliate or any entity owned or controlled by such family member) if (x) the amount of such transaction, along with any other transaction (whether or not with the same Person) permitted under this Trust AgreementSection 8(a)(xviii)(G), including but is $3,600,000 or less in any fiscal year and (y) the terms and conditions of such transaction are at least as favorable to the Company or its Subsidiaries as would be obtained through an arm’s-length negotiation with an independent party; and (xix) The Company shall not limited agree to Section 5.6 hereinany action or inaction that would not comply with any of the foregoing covenants. (db) No Trust Indemnified Party shall be personally liable under Notwithstanding anything to the contrary set forth herein, other than transactions covered by Section 9, (i) any circumstancestransaction between the Company or any of its Subsidiaries, except for their own willful misconducton the one hand, bad faithand any Guggenheim Entity, gross negligence or fraud as determined by a Final Order. (e) No provision of this Trust Agreement on the other hand, shall require the Trust Indemnified Parties to expend or risk their own personal funds or otherwise incur financial liability in prior written consent of (A) the performance of their rights, duties Majority CDP Holders (so long as the CDP Investors meet the Minimum Threshold) and powers hereunder. (fB) In the exercise or administration of Majority Wellington Holders (so long as the Trust hereunder, Wellington Investors meet the Trust Indemnified Parties (i) may act directly or through their respective agents or attorneys pursuant to agreements entered into with any of them, and the Trust Indemnified Parties shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys have been selected by the Trust Indemnified Parties in good faith and with due care, Minimum Threshold); and (ii) may consult with counselany transaction between the Company or any of its Subsidiaries, accountants and other professionals to be selected by them in good faith and with due care and employed by themon the one hand, and any Wellington Entity, on the other hand, shall not be liable for anything done, suffered or omitted in good faith by them in accordance with require the advice or opinion prior written consent of any such counsel, accountants or other professionals(A) the Majority CDP Holders (so long as the CDP Investors meet the Minimum Threshold) and (B) the Majority Guggenheim Holders (so long as the Guggenheim Investors meet the Minimum Threshold).

Protective Provisions. (a) Every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to Trust Indemnified Parties shall be subject to the provisions of this Section 5.7. (b) In the event the Directors retain counsel (including including, at the expense of TAFT VIIV), the Directors shall be afforded the benefit of the attorney-client privilege with respect to all communications with such counsel, and in no event shall the Directors be deemed to have waived any right or privilege, privilege including, without limitation, the attorney-client privilege even if the communications with counsel had the effect of guiding the Directors in the performance of duties hereunder. A successor to any of the Directors shall succeed to and hold the same respective rights and benefits of the predecessor for purposes of privilege, including the attorney-client privilege. No Tribe Beneficiary or other party may raise any exception to the attorney-client privilege discussed herein as any such exceptions are hereby waived by all Partiesparties. (c) To the extent that, at law or in equity, the Directors have duties (including fiduciary duties) and liabilities relating hereto, to the Trust or to the Tribe Beneficiaries, it is hereby understood and agreed by the Parties and the Tribe Beneficiaries that such duties and liabilities are eliminated to the fullest extent permitted by applicable law, including Section 3806 of the Act, and replaced by the duties and liabilities expressly set forth in this Trust Agreement with respect to the Directors; provided, however, that the duties of care and loyalty are not eliminated but are limited and subject to the terms of this Trust Agreement, including but not limited to Section 5.6 herein. (d) No Trust Indemnified Party shall be personally liable under any circumstances, except for their own willful misconduct, bad faith, gross negligence or fraud as finally judicially determined by a Final Ordercourt of competent jurisdiction. (e) No provision of this Trust Agreement shall require the Trust Indemnified Parties to expend or risk their own personal funds or otherwise incur financial liability in the performance of their rights, duties and powers hereunder. (f) In the exercise or administration of the Trust hereunder, the Trust Indemnified Parties (i) may act directly or through their respective agents or attorneys pursuant to agreements entered into with any of them, and the Trust Indemnified Parties shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys have been selected by the Trust Indemnified Parties in good faith and with due care, and (ii) may consult with counsel, accountants and other professionals to be selected by them in good faith and with due care and employed by them, and shall not be liable for anything done, suffered or omitted in good faith by them in accordance with the advice or opinion of any such counsel, accountants or other professionals.

Protective Provisions. (a) Every provision During the Term of this Trust Agreement relating to Agreement, Omni Solutions will not, directly or indirectly sell or solicit orders for the conduct or affecting the liability sale of or affording protection to Trust Indemnified Parties shall be subject to otherwise deal in products, which are competitive with the provisions of this Section 5.7Products. (b) In Omni Solutions will protect confidential information received from NECI and identified by NECI as confidential to the event same extent it protects its own confidential information. Omni Solutions shall not disclose or divulge any proprietary information of NECI to any third person, except as required by a judicial or governmental order. Information in the Directors retain counsel public domain or prepared by NECI (including at or by Omni Solutions with the expense prior approval of TAFT VI), the Directors NECI) for purpose of distribution to customers shall be afforded deemed not to be confidential. Upon termination or expiration of this Agreement, Omni Solutions shall surrender to NECI all confidential information and all originals and all copies of any plans, specifications, brochures, reports, memoranda, or other documents and materials relating to the benefit of the attorney-client privilege with respect to all communications with Products, in Omni Solution’s possession. Omni Solutions shall not thereafter detail, deliver or otherwise disclose any such counsel, and in no event shall the Directors be deemed to have waived any right or privilege, including, without limitation, the attorney-client privilege even if the communications with counsel had the effect of guiding the Directors in the performance of duties hereunder. A successor information to any of the Directors shall succeed to and hold the same respective rights and benefits of the predecessor for purposes of privilege, including the attorney-client privilege. No Tribe Beneficiary or other party may raise any exception to the attorney-client privilege discussed herein as any such exceptions are hereby waived by all Partiesthird person. (c) To Omni Solutions acknowledges that NECI is the extent thatowner of all Trademarks, at law together with any new or in equityrevised names, designs, logos, or marks which NECI may adopt to identify it or any Product during the Directors have duties (including fiduciary duties) Term and liabilities relating hereto, Omni Solutions agrees not to the Trust adopt or to the Tribe Beneficiaries, it is hereby understood and agreed by the Parties and the Tribe Beneficiaries that such duties and liabilities are eliminated to the fullest extent permitted by applicable law, including Section 3806 use any of the Act, and replaced by the duties and liabilities Trademarks in any manner whatsoever except as expressly set forth provided in this Trust Agreement with respect to the Directors; provided, however, that the duties of care and loyalty are not eliminated but are limited and subject to the terms of this Trust Agreement, including but not limited to Section 5.6 herein. (d) No Trust Indemnified Party NECI hereby grants Omni Solutions a license during the Term to use the Trademarks solely in connection with the marketing of the Products and in accordance with NECI’s specifications as to style, color and typeface. Upon expiration or termination of this Agreement, Omni Solutions will take all action necessary to transfer and assign to NECI, or its nominee, any right, title or interest in or to any of the Trademarks, or the goodwill related thereto, which Omni Solutions may have acquired in any manner as a result of the marketing of Products under this Agreement and Omni Solutions shall be personally liable under cease to use any circumstances, except for their own willful misconduct, bad faith, gross negligence Trademark. Omni Solutions hereby agrees to notify NECI immediately if Omni Solutions becomes aware of any infringement or fraud as determined by a Final Orderpotential infringement of any Trademark. (e) No provision Omni Solutions agrees not to apply for registration of this Trust Agreement shall require the Trust Indemnified Parties to expend or risk their own personal funds or otherwise incur financial liability in the performance of their rights, duties and powers hereunder. (f) In the exercise or administration of the Trust hereunder, the Trust Indemnified Parties (i) may act directly or through their respective agents or attorneys pursuant to agreements entered into any Trademarks with any of them, and the Trust Indemnified Parties shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys have been selected by the Trust Indemnified Parties in good faith and with due care, and (ii) may consult with counsel, accountants and other professionals to be selected by them in good faith and with due care and employed by them, and shall not be liable for anything done, suffered or omitted in good faith by them in accordance with the advice or opinion of any such counsel, accountants governmental or other professionalsauthority anywhere or for any xxxx confusingly similar thereto.

Protective Provisions. (a) Every Notwithstanding any other provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to Trust Indemnified Parties shall be subject to the provisions of this Section 5.7. (b) In the event the Directors retain counsel (including at the expense of TAFT VI), the Directors shall be afforded the benefit of the attorney-client privilege with respect to all communications with such counsel, and in no event shall the Directors be deemed to have waived any right or privilege, including, without limitation, the attorney-client privilege even if the communications with counsel had the effect of guiding the Directors in the performance of duties hereunder. A successor to any of the Directors shall succeed to and hold the same respective rights and benefits of the predecessor for purposes of privilege, including the attorney-client privilege. No Tribe Beneficiary or other party may raise any exception to the attorney-client privilege discussed herein as any such exceptions are hereby waived by all Parties. (c) To the extent that, at law or in equity, the Directors have duties (including fiduciary duties) and liabilities relating hereto, to the Trust or to the Tribe Beneficiaries, it is hereby understood and agreed by the Parties and the Tribe Beneficiaries that such duties and liabilities are eliminated to the fullest extent permitted by applicable law, including Section 3806 in addition to the approval of the ActDirectors, and replaced the following actions described in this Section 3(a) (collectively, the “Consent Matters”) shall require the prior written consent of Pride Aggregator as set out below: i. none of the following actions shall be taken by the duties and liabilities expressly Company, including any proposal by the Board to be put to the vote of the stockholders of the Company with respect thereto, without the prior written consent of Pride Aggregator for so long as Pride Aggregator owns at least 5% of the Original Amount (except as set forth in the proviso in Section 3(a)(I)): I. amending, altering or changing, or waiving any rights under, this Trust Agreement Agreement, the organizational documents, including the Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of the Company (which shall also be subject to Section 5 hereof), and/or the organizational documents of any subsidiary of the Company; provided that, notwithstanding the foregoing, for so long as Pride Aggregator owns any outstanding Common Stock, any amendment, alteration, or change to, or waiver under, other organizational documents, including the Second Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws of the Company, and/or the organizational documents of any subsidiary of the Company that would adversely affect in any respect any rights specific to Pride Aggregator (subject to applicable law) require the written consent of Pride Aggregator; II. authorizing or issuing any equity securities of the Company having rights, preferences or privileges that are superior or senior to the outstanding Common Stock (or any securities convertible or exchangeable therefor pursuant to their terms); III. any transaction with any stockholder or Affiliate of a stockholder or any Director or officer of the Company or any of its subsidiaries (other than employment agreements with officers not otherwise affiliated with a stockholder); IV. winding up the Company; and V. entering into any agreement with respect to the Directors; providedmatters described in the foregoing clauses (I) through (IV) or taking any such action indirectly. ii. none of the following actions shall be taken by the Company, however, that including any proposal by the duties of care and loyalty are not eliminated but are limited and subject Board to be put to the terms vote of this Trust Agreementthe stockholders of the Company with respect thereto, including but not limited without the prior written consent of Pride Aggregator for so long as Pride Aggregator owns at least 20% of the Original Amount: I. the declaration or payment of any dividend or other distribution to Section 5.6 herein.the stockholders by the Company or redemption, repurchase or exchange (as applicable) of any equity securities of the Company; II. issuing or granting any equity securities of the Company or its subsidiaries, other than (dA) No Trust Indemnified Party shall be personally liable grants under the [Company’s 2021 Omnibus Incentive Plan], or (B) in connection with transactions consistent with certain specified strategies; and III. entry by the Company into any circumstances, except for their own willful misconduct, bad faith, gross negligence or fraud as determined by a Final Order. (e) No provision of this Trust Agreement shall require agreement with respect to the Trust Indemnified Parties to expend or risk their own personal funds or otherwise incur financial liability matters described in the performance of their rights, duties and powers hereunder. foregoing clauses (fI) In the exercise through (II) or administration of the Trust hereunder, the Trust Indemnified Parties (i) may act directly or through their respective agents or attorneys pursuant to agreements entered into with any of them, and the Trust Indemnified Parties shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys have been selected by the Trust Indemnified Parties in good faith and with due care, and (ii) may consult with counsel, accountants and other professionals to be selected by them in good faith and with due care and employed by them, and shall not be liable for anything done, suffered or omitted in good faith by them in accordance with the advice or opinion of taking any such counsel, accountants or other professionalsaction indirectly.

Protective Provisions. (a) Every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to Trust Indemnified Parties shall be subject to the provisions of this Section 5.75.6. (b) In the event the Directors retain Trustee retains counsel (including at the expense of TAFT VIthe Trust), the Directors Trustee shall be afforded the benefit of the attorney-client privilege with respect to all communications with such counsel, and in no event shall the Directors Trustee be deemed to have waived any right or privilege, privilege including, without limitation, the attorney-client privilege even if the communications with counsel had the effect of guiding the Directors Trustee in the performance of duties hereunder. A successor to any of the Directors Trustee shall succeed to and hold the same respective rights and benefits of the any predecessor for purposes of privilege, including the attorney-client attorney -client privilege. No Tribe Beneficiary or other party may raise any exception to the attorney-client privilege discussed herein as any such exceptions are hereby waived by all Partiesparties. (c) To the extent that, at law or in equity, the Directors have Trustee has duties (including fiduciary duties) and liabilities relating hereto, to the Trust or to the Tribe Beneficiaries, it is hereby understood and agreed by the Parties and the Tribe Beneficiaries that such duties and liabilities are eliminated to the fullest extent permitted by applicable law, including Section 3806 of the Act, and replaced by the duties and liabilities expressly set forth in this Trust Agreement with respect to the DirectorsTrustee; provided, however, that the duties of care and loyalty are not eliminated but are limited and subject to the terms of this Trust Agreement, including but not limited to Section 5.6 herein. (d) No Trust Indemnified Party shall be personally liable under any circumstances, except for their own willful misconduct, bad faith, gross negligence or fraud as finally judicially determined by a Final Ordercourt of competent jurisdiction. (e) No provision of this Trust Agreement shall require the Trust Indemnified Parties to expend or risk their own personal funds or otherwise incur financial liability in the performance of their rights, duties and powers hereunder. (f) In the exercise or administration of the Trust hereunder, the Trust Indemnified Parties (i) may act directly or through their respective agents or attorneys pursuant to agreements entered into with any of them, and the Trust Indemnified Parties shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys have been selected by the Trust Indemnified Parties in good faith and with due care, and (ii) may consult with counsel, accountants and other professionals to be selected by them in good faith and with due care and employed by them, and shall not be liable for anything done, suffered or omitted in good faith by them in accordance with the advice or opinion of any such counsel, accountants or other professionals.

Protective Provisions. (a) Every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to Trust Indemnified Parties shall be subject to the provisions of this Section 5.7. (b) In the event the Directors Trustees retain counsel (including at the expense of TAFT VINOAT II), the Directors Trustees shall be afforded the benefit of the attorney-client privilege with respect to all communications with such counsel, and in no event shall the Directors Trustees be deemed to have waived any right or privilege, privilege including, without limitation, the attorney-client privilege even if the communications with counsel had the effect of guiding the Directors Trustees in the performance of duties hereunder. A successor to any of the Directors Trustees shall succeed to and hold the same respective rights and benefits of the predecessor for purposes of privilege, including the attorney-client privilege. No Tribe NOAT II Beneficiary or other party may raise any exception to the attorney-client privilege discussed herein as any such exceptions are hereby waived by all Partiesparties. (c) To the extent that, at law or in equity, the Directors Trustees have duties (including fiduciary duties) and liabilities relating hereto, to the Trust or to the Tribe NOAT II Beneficiaries, it is hereby understood and agreed by the Parties and the Tribe NOAT II Beneficiaries that such duties and liabilities are eliminated to the fullest extent permitted by applicable law, including Section 3806 of the Act, and replaced by the duties and liabilities expressly set forth in this Trust Agreement with respect to the DirectorsTrustees; provided, however, that the duties of care and loyalty are not eliminated but are limited and subject to the terms of this Trust Agreement, including but not limited to Section 5.6 herein. (d) No Trust Indemnified Party shall be personally liable under any circumstances, except for their own willful misconduct, bad faith, gross negligence or fraud as finally judicially determined by a Final Ordercourt of competent jurisdiction. (e) No provision of this Trust Agreement shall require the Trust Indemnified Parties to expend or risk their own personal funds or otherwise incur financial liability in the performance of their rights, duties and powers hereunder. (f) In the exercise or administration of the Trust hereunder, the Trust Indemnified Parties (i) may act directly or through their respective agents or attorneys pursuant to agreements entered into with any of them, and the Trust Indemnified Parties shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys have been selected by the Trust Indemnified Parties in good faith and with due care, and (ii) may consult with counsel, accountants and other professionals to be selected by them in good faith and with due care and employed by them, and shall not be liable for anything done, suffered or omitted in good faith by them in accordance with the advice or opinion of any such counsel, accountants or other professionals.