Common use of W&I Insurance Clause in Contracts

W&I Insurance. 3.1 The Buyer irrevocably and unconditionally agrees that, notwithstanding any other provision of this Deed and regardless of whether the Buyer takes out an effective W&I Insurance Policy but other than in the case of fraud by the Management Warrantors: 3.1.1.1 it will not be entitled to make, will not make and waives any right it may have to make, any Claims against the Management Warrantors which would, in aggregate for all Claims, exceed $1.00 (the “Management Warrantors’ Cap”); 3.1.1.2 its sole recourse, remedy and right of recovery in respect of all Claims, except to the extent of the Management Warrantors’ Cap, shall be to make a claim under the W&I Insurance Policy; 3.1.1.3 the absence of recourse, remedy or right of recovery of the Buyer under the W&I Insurance Policy in respect of any Claim (including as the result of any limitation, exclusion, deduction or derogation under, or any invalidity or illegality of, the W&I Insurance Policy or the W&I Insurance Policy not having been incepted) and/or any inability of the Buyer to obtain any remedy in respect of a Claim under the W&I Insurance Policy for any reason whatsoever (including, without limitation, any winding up, bankruptcy or other insolvency proceedings affecting the W&I Insurer, any failure of the W&I Insurer to perform its obligations under the W&I Insurance Policy or any deductible, threshold or other financial limitation applying to the W&I Insurance Policy) shall not affect or increase the liability of any Management Warrantor under this Deed or the Management Warrantors’ Cap; 3.1.1.4 any failure on the part of the Buyer to obtain and/or comply with the terms of the W&I Insurance Policy shall not create, affect or increase any Management Warrantor’s liability pursuant to or in connection with this Deed in any way; and 3.1.1.5 no right of recission, repudiation or termination on the part of the Buyer shall be available in respect of this Clause 3 for any reason, including as a result of any breach of any Warranties. 3.2 The Buyer covenants to each Management Warrantor that: 3.2.1.1 the W&I Insurance Policy includes a binding and irrevocable third party stipulation for no consideration for the benefit of the Management Warrantors that the W&I Insurer is not entitled to subrogate against, or otherwise claim from, the Management Warrantors under, or in connection with, this Deed, except against a Management Warrantor in respect of their fraud; 3.2.1.2 at such time as the Buyer puts in place an effective W&I Insurance Policy, written evidence of the Subrogation Waiver and a written confirmation (including via e-mail) from the Buyer that the W&I Insurance Policy has been incepted will be provided to the Management Warrantors’ Representative by the Buyer within three (3)

W&I Insurance. 3.1 (a) Prior to the date hereof, the Purchaser informed the Sellers that it intended at its own cost and risk to subscribe an insurance policy (the “W&I Insurance”) to receive coverage for certain risks and liabilities which may arise with respect to the Transferred Securities, the Group Companies or their businesses. (b) In that respect, the Sellers expressed their willingness to enter into this Agreement on the express condition that no liabilities may be sought against the Sellers in connection with such W&I Insurance, it being specified the Sellers (other than Tikehau, the Other ▇▇▇▇▇ Shareholders and the CA Sellers) agree to cooperate with the Purchaser and use its best efforts to do all things that the Purchaser may reasonably request in order for the Purchaser to subscribe the W&I Insurance, in particular by entering into the Warranty Deed with the Purchaser providing for customary business representations and warranties with respect to the Group Companies and their business (the “Business R&W”). (c) The Buyer irrevocably Parties acknowledge that the Sellers shall be under no liability with respect to (i) any breach of the Business R&W, and unconditionally agrees thatgenerally, notwithstanding any other provision of this Deed and regardless of whether to (ii) the Buyer takes out an effective W&I Insurance Policy but other than and in addition shall bear no liability as a result of any inability of the Purchaser to recover the full extent of its losses pursuant to the W&I Insurance whether by reason of any defect, invalidity, illegality, unenforceability, expiry, termination or repudiation of any W&I Insurance, any legal limitation, disability or incapacity of the insurer under the W&I Insurance, or any insufficiency or inadequacy of cover, or any excess payable, in respect of the W&I Insurance (or claim under any W&I Insurance). (d) The W&I Insurance shall include a binding and irrevocable waiver of all subrogation rights against the Sellers, except in the case of fraud or dol by the Management Warrantors: 3.1.1.1 it will Sellers. The Purchaser shall not be entitled permitted to make, will not make and waives any right it may have amend the subrogation provisions of the W&I Insurance either prior to make, any Claims against the Management Warrantors which would, in aggregate for all Claims, exceed $1.00 (the “Management Warrantors’ Cap”); 3.1.1.2 or after its sole recourse, remedy and right of recovery in respect of all Claims, except Signing Date to the extent of such amendment results in the Management Warrantors’ Cap, shall be to make a claim insurers under the W&I Insurance Policy; 3.1.1.3 the absence of recourse, remedy or right of recovery of the Buyer under the W&I Insurance Policy in respect of any Claim (including as the result of any limitation, exclusion, deduction or derogation under, or any invalidity or illegality of, third party having recourse against the W&I Insurance Policy or the W&I Insurance Policy not having been incepted) and/or any inability of the Buyer to obtain any remedy in respect of a Claim under the W&I Insurance Policy for any reason whatsoever (including, without limitation, any winding up, bankruptcy or other insolvency proceedings affecting the W&I Insurer, any failure of the W&I Insurer to perform its obligations under the W&I Insurance Policy Sellers or any deductible, threshold or other financial limitation applying Seller’s Connected Persons. The Purchaser shall provide to the W&I Insurance PolicySellers’ Agent (i) shall not affect or increase reasonably in advance of its signature the liability of any Management Warrantor under this Deed or the Management Warrantors’ Cap; 3.1.1.4 any failure on the part of the Buyer to obtain and/or comply with the terms final draft of the W&I Insurance Policy policy in order to entitle the Sellers’ Agent to make any comments, and (ii) a copy of the duly signed W&I Insurance policy as soon as possible after its signature. (e) The Purchaser shall not createbear any and all premiums and other fees and expenses due under the W&I Insurance. (f) The Purchaser shall indemnify and hold the Sellers and any Seller’s Connected Persons, affect harmless, on a euro for euro basis, from and against any Loss incurred or increase suffered by the Sellers or any Management WarrantorSeller’s liability pursuant Connected Persons relating to or in connection with this Deed in any way; and 3.1.1.5 no right of recission, repudiation or termination on the part of the Buyer shall be available in respect of this Clause 3 for any reason, including as a result of arising from any breach of any Warrantiesthe covenants in this Section 10.8. The Seller’s Connected Persons are expressly intended as third-party beneficiaries of this Section 10.8(f). 3.2 The Buyer covenants to each Management Warrantor that: 3.2.1.1 the W&I Insurance Policy includes a binding and irrevocable third party stipulation for no consideration for the benefit of the Management Warrantors that the W&I Insurer is not entitled to subrogate against, or otherwise claim from, the Management Warrantors under, or in connection with, this Deed, except against a Management Warrantor in respect of their fraud; 3.2.1.2 at such time as the Buyer puts in place an effective W&I Insurance Policy, written evidence of the Subrogation Waiver and a written confirmation (including via e-mail) from the Buyer that the W&I Insurance Policy has been incepted will be provided to the Management Warrantors’ Representative by the Buyer within three (3)

W&I Insurance. 3.1 14.1 The Buyer irrevocably and unconditionally agrees that, notwithstanding any other provision of this Deed and regardless of whether parties acknowledge that the Buyer takes out an effective or any of its Affiliates may, at their sole discretion, elect to obtain a W&I Insurance Policy but other than in the case of fraud by the Management Warrantors: 3.1.1.1 it will not be entitled to make, will not make and waives any right it may have to make, any Claims against the Management Warrantors which would, in aggregate for all Claims, exceed $1.00 (the “Management Warrantors’ Cap”); 3.1.1.2 its sole recourse, remedy and right of recovery in respect of all Claims, except to the extent of the Management Warrantors’ Cap, shall be to make a claim under the W&I Insurance Policy; 3.1.1.3 the absence of recourse, remedy or right of recovery of the Buyer under the W&I Insurance Policy in respect of any Claim (including as the result of any limitationTransaction, exclusion, deduction or derogation under, or any invalidity or illegality of, the W&I Insurance Policy or the W&I Insurance Policy not having been incepted) and/or any inability of in which case the Buyer to obtain any remedy in respect of a Claim under the W&I Insurance Policy for any reason whatsoever (including, without limitation, any winding up, bankruptcy or other insolvency proceedings affecting the W&I Insurer, any failure of the W&I Insurer to perform its obligations under the W&I Insurance Policy or any deductible, threshold or other financial limitation applying to the W&I Insurance Policy) shall not affect or increase the liability of any Management Warrantor under this Deed or the Management Warrantors’ Cap; 3.1.1.4 any failure on the part of the Buyer to obtain and/or comply with the terms of the W&I Insurance Policy shall not create, affect or increase any Management Warrantor’s liability pursuant to or in connection with this Deed in any way; and 3.1.1.5 no right of recission, repudiation or termination on the part of the Buyer shall be available in respect of this Clause 3 for any reason, including as a result of any breach of any Warranties. 3.2 The Buyer covenants undertakes to each Management Warrantor Seller that: 3.2.1.1 the (a) such W&I Insurance Policy includes shall include a binding and irrevocable third party stipulation for no consideration for the benefit of the Management Warrantors and enforceable by each Seller that the insurer(s) under the W&I Insurer is Policy are not entitled to subrogate against, or otherwise claim from, the Management Warrantors such Seller under, or in connection with, this DeedAgreement, except against in the case of fraud by such Seller; (b) the terms of such W&I Policy related to subrogation or claims for contribution shall not be amended, waived or varied without the prior written consent of the Institutional Seller and the Management Seller Representatives; (c) the insurance premium payable in connection with such W&I Policy is paid in accordance with the terms thereof; and (d) neither the Buyer nor any member of the Buyer Group shall terminate, cancel or take any other action or omit to do anything which would make such W&I Policy void or voidable, provided that, for the avoidance of doubt, the limitations on the liabilities of the Sellers set out in the Transaction Documents (including, without limitation, the €1.00 cap on each Warrantor’s liability under the Management Warranty Deed) shall apply in any event irrespective of: (i) whether or not the Buyer or its Affiliate obtains a Management Warrantor W&I Policy in respect of their fraud; 3.2.1.2 at the Transaction; (ii) any matter regarding the status of any such time as W&I Policy (including, but not limited to, the Buyer puts in place an effective vitiation, termination or expiry of any such W&I Insurance Policy, written evidence Policy or the insolvency of the Subrogation Waiver and a written confirmation underwriters); or (including via eiii) any subsequent non-mail) from the payment under any such W&I Policy. 14.2 The Buyer acknowledges that there shall not be any excess, premium or other amount payable by any Seller under or in connection with the W&I Insurance Policy has been incepted will be provided to the Management Warrantors’ Representative by the Buyer within three (3)Policy.

W&I Insurance. 3.1 The Notwithstanding any provision to the contrary in this Agreement: (a) the Buyer irrevocably must obtain and unconditionally maintain the W&I Insurance Policy; (b) the Buyer acknowledges that (i) the Sellers have entered into this Agreement and will complete this Agreement in reliance on the Buyer having obtained the W&I Insurance Policy and (ii) there is no excess or any other amount payable by any Seller or any of its Related Entities under the W&I Insurance Policy; (c) the Buyer agrees that, notwithstanding subject to clause 6.1(e), no Warrantor has or will at any time have any liability to the Buyer or any other provision person in respect of this Deed any claim, demand, cause of action or proceeding for breach of any of the Business Warranties (which, for the avoidance of doubt, includes all claims, demands, causes of action or proceedings against a Warrantor the basis of which is that a Business Warranty is, or is alleged to be, untrue, inaccurate or misleading) or under the Tax Indemnity, and regardless the Buyer’s sole and exclusive recourse in respect of whether any such claim, demand, cause of action or proceeding is against the W&I Insurance Policy; (d) the Buyer takes out an effective W&I Insurance Policy but other than in the case of fraud by the Management Warrantors: 3.1.1.1 agrees that it will not be entitled to make, will not make make, and hereby waives any right it may have to make, any Claims claim, demand, cause of action or proceeding against any of the Management Warrantors which would, in aggregate for all Claims, exceed $1.00 (arising out of a breach of any of the “Management Warrantors’ Cap”); 3.1.1.2 its sole recourse, remedy and right of recovery in respect of all ClaimsBusiness Warranties or under the Tax Indemnity, except to the extent extent: (i) required to permit a claim, demand, cause of action or proceeding against the W&I Insurers under the W&I Insurance Policy but only on the basis that no Warrantor, nor any of its Related Entities or its or their Representatives, will have any liability whatsoever for such claim, demand, cause of action or proceeding; (ii) such claim, demand, cause of action or proceeding arises out of the Management fraud of that Warrantor; or (iii) the amount of a Share Capital Warranty Claim would result in the aggregate of all such claims, demands, causes of action and proceedings arising out of a breach of any of the Business Warranties or under the Tax Indemnity exceeding the Cap Amount; provided that, without limiting clause 10.09 or 10.10, the Warrantors shall only be liable for any amount payable pursuant to a Share Capital Warranty Claim that is in excess of the Cap Amount and the Buyer shall seek and obtain recovery under the W&I Insurance Policy, including exhausting the Cap Amount, prior to seeking to recover any amount payable pursuant to such Share Capital Warranty Claim from the Warrantors’ Cap; (e) the Buyer covenants with each Warrantor that it will: (i) not agree to any amendment, shall variation or waiver of the W&I Insurance Policy (or do anything which has a similar effect) without the prior written consent (not to be unreasonably withheld or delayed unless such amendment, variation or waiver would reasonably be expected to make adversely affect that Warrantor in which case the Warrantor may give or withhold consent in its sole discretion) of that Warrantor; (ii) not novate, or otherwise assign its rights under, the W&I Insurance Policy (or do anything which has a claim similar effect); (iii) not vitiate the W&I Insurance Policy or do anything which causes any right under the W&I Insurance Policy not to have force and effect (or do anything which has a similar effect); (iv) comply with the terms of any deliverables set out in the W&I Insurance Policy; 3.1.1.3 the absence of recourse, remedy or right of recovery of the Buyer under the W&I Insurance Policy (v) include in respect of any Claim (including as the result of any limitation, exclusion, deduction or derogation under, or any invalidity or illegality of, the W&I Insurance Policy or the W&I Insurance Policy not having been incepted) and/or any inability of the Buyer to obtain any remedy in respect of a Claim under the W&I Insurance Policy for any reason whatsoever (including, without limitation, any winding up, bankruptcy or other insolvency proceedings affecting the W&I Insurer, any failure of the W&I Insurer to perform its obligations under the W&I Insurance Policy or any deductible, threshold or other financial limitation applying to the W&I Insurance Policy) shall not affect or increase the liability of any Management Warrantor under this Deed or the Management Warrantors’ Cap; 3.1.1.4 any failure on the part of the Buyer to obtain and/or comply with the terms of the W&I Insurance Policy shall not createexpress waivers of the insurer’s rights of subrogation, affect contribution and rights acquired by assignment against each of the Warrantors, other than claims, demands, causes of action or increase any Management proceedings that arise out of the fraud of that Warrantor’s liability pursuant to or in connection with this Deed in any way; and 3.1.1.5 no right of recission, repudiation or termination on (vi) include in the part terms of the W&I Insurance Policy an acknowledgement from the W&I Insurers that each Warrantor is entitled to enforce directly the waivers referred to in clause 6.1(f)(v) above and that the Buyer shall be available contracts in its own right and as agent for each Warrantor in respect of those waivers; (f) the Buyer acknowledges that the provisions of this Clause 3 clause 6 have full force and effect irrespective of: (i) whether the Buyer complies with any of its obligations under this Agreement; or (ii) the terms or validity of the W&I Insurance Policy; (g) the Buyer covenants with each Warrantor that it will ensure that: (i) the W&I Insurers will have no claim, demand, cause of action or proceeding whatsoever under any rights of subrogation against any Warrantor other than in circumstances where a breach of a Business Warranty or a claim under the Tax Indemnity arises against that Warrantor as provided for in clause 6.1(d)(i) and 6.1(d)(ii); (ii) the W&I Insurers do not bring any reasonclaim, including demand, cause of action or proceeding against that Warrantor or a Related Entity or Representative of that Warrantor by way of subrogation, claim, demand, cause of action or proceeding for contribution or otherwise, except if such claim arises out of the fraud of that Warrantor (and then only to the extent and in respect of rights of recovery relating directly to the relevant fraud); and (iii) in the case of any assignment of rights by the Buyer to the W&I Insurers, the assignment will include a provision stating that the W&I Insurers will only be entitled to exercise the assigned rights against a Warrantor in the circumstances and to the extent permitted by clause 6.1(h)(ii); (h) the Buyer must indemnify each Warrantor against all Losses which that Warrantor may incur as a result of any claim, demand, cause of action or proceeding made by Buyer in respect of a breach of a Business Warranty or a Claim under the Tax Indemnity other than as permitted in this clause 6; (i) the Buyer will enforce any Warranties. 3.2 The Buyer covenants to each Management Warrantor that: 3.2.1.1 term of the W&I Insurance Policy includes a binding and irrevocable third party stipulation for no consideration for under which the benefit of insurer waives its right to take subrogated action against the Management Warrantors that or to claim in contribution from the W&I Insurer is not entitled to subrogate againstWarrantors, or otherwise claim from, upon the Management Warrantors under, or terms set out in connection with, this Deed, except against a Management Warrantor in respect of their fraud; 3.2.1.2 at such time as the Buyer puts in place an effective W&I Insurance Policy; and (j) for the avoidance of doubt, written evidence none of the Subrogation Waiver and indemnities or other obligations in this Agreement shall give rise to a written confirmation (including via e-mail) from liability of the Warrantors to indemnify the Buyer that if the insurer is responsible for such liability under the W&I Insurance Policy has been incepted will be provided to the Management Warrantors’ Representative by the Buyer within three (3)Policy.

W&I Insurance. 3.1 (a) The Buyer irrevocably Purchaser acknowledges and unconditionally agrees that, notwithstanding any other provision that the monetary limitations set out in paragraph 3 (Maximum limit for all Claims) of this Deed and regardless of Schedule 3 (Limitations on Liability) shall apply in all circumstances whether or not the Buyer takes out an effective W&I Insurance Policy but other than in the case of fraud by the Management Warrantors: 3.1.1.1 it will not be entitled to make, will not make is obtained and waives notwithstanding: (i) any right it may have to make, any Claims against the Management Warrantors which would, in aggregate for all Claims, exceed $1.00 (the “Management Warrantors’ Cap”); 3.1.1.2 its sole recourse, remedy and right of recovery in respect of all Claims, except to the extent of the Management Warrantors’ Cap, shall be to make a claim non-payment under the W&I Insurance Policy; 3.1.1.3 the absence ; (ii) any vitiation or expiry or termination or defect of recourse, remedy or right of recovery of the Buyer under the W&I Insurance Policy in respect of any Claim (including as the result of any limitation, exclusion, deduction or derogation under, or any invalidity or illegality of, the W&I Insurance Policy or the W&I Insurance Policy not having been incepted) and/or any inability of the Buyer to obtain any remedy in respect of a Claim under the W&I Insurance Policy for any reason whatsoever reason; or (including, without limitation, any winding up, bankruptcy or other iii) the insolvency proceedings affecting the W&I Insurer, any failure of the W&I Insurer to perform its obligations under the W&I Insurance Policy or any deductible, threshold or other financial limitation applying to underwriter of the W&I Insurance Policy. (b) The Purchaser agrees that it shall not affect bear any excess, retention or increase the liability of any Management Warrantor deductible amount that may be retained or deducted under this Deed or the Management Warrantors’ Cap; 3.1.1.4 any failure on the part of the Buyer to obtain and/or comply with the terms of the W&I Insurance Policy and, subject to the monetary limitations set out in paragraph 3 (Maximum limit for all Claims) of this Schedule 3 (Limitations on Liability), neither the Purchaser or any other person shall not createbe entitled to make any claims against the Seller regarding any such excess, affect retention or increase any Management Warrantordeductible amount under the W&I Insurance Policy. (c) The Purchaser agrees that the Purchaser’s liability pursuant to or in connection with this Deed in any way; and 3.1.1.5 no sole right of recission, repudiation or termination on the part of the Buyer shall be available recovery (if any) in respect of this Clause 3 any Claim for any reason, including as a result of any breach of any Warranties. 3.2 The Buyer covenants to each Management Warrantor that: 3.2.1.1 the W&I Insurance Policy includes a binding and irrevocable third party stipulation for no consideration for Warranties or under the benefit of Tax Covenant shall be under the Management Warrantors that the W&I Insurer is not entitled to subrogate against, or otherwise claim from, the Management Warrantors under, or in connection with, this Deed, except against a Management Warrantor in respect of their fraud; 3.2.1.2 at such time as the Buyer puts in place an effective W&I Insurance Policy, written evidence of and that the Subrogation Waiver and a written confirmation Purchaser shall not be entitled to make any such Claim against the Seller. (including via e-maild) from the Buyer The Purchaser warrants that the W&I Insurance Policy has been incepted will be provided contains an express waiver by the W&I Insurer of all rights of subrogation against the Seller and its directors and officers in relation to any Claim under the Warranties or under the Tax Covenant, except to the Management Warrantors’ Representative by extent that such Claim arose in whole or part out of the Buyer within three (3)Seller’s fraud or fraudulent misrepresentation.

W&I Insurance. 3.1 5.1 The Buyer Purchaser acknowledges and agrees that the Seller Representations (except for the Fundamental Representations) and the Tax Indemnity are solely given by the Seller with a view to enabling the Purchaser to take out a W&I Insurance. Against this background, the Purchaser acknowledges and agrees that (i) the combination of the Seller Representation (except for the Fundamental Representations) and the Tax Indemnity with the Liability Cap shall not constitute a case of section 138 paragraph 1 BGB, and (ii) the Purchaser shall take out a customary warranty and indemnity insurance, including excess insurance coverage policies and coverage for the Tax Indemnity (“W&I Insurance” and the relevant insurance provider(s) as therein identified “Insurer”). 5.2 It is hereby acknowledged and agreed by the Parties that any liability of the Seller for any Claims of the Purchaser against the Seller for breaches of any of the Seller Representation (other than the Fundamental Representations) or the Tax Indemnity in excess of the Liability Cap shall be excluded and be EUR 0 (in words: zero Euros) (“Liability Exclusion”).Consequently, the Purchaser’s sole recourse for any claims for breaches of any of the Seller Representations (other than the Fundamental Representations) or the Tax Indemnity beyond the Liability Cap shall be only against the Insurer. The Parties agree that the risk of non-implementation of the W&I Insurance as well as the validity and collectability risk in respect of the W&I Insurance and hence, the risk to successfully claim and/or recover from the Insurer any Losses of the Purchaser resulting from a Claim for breaches of any of the Seller Representation (other than the Fundamental Representations) or the Tax Indemnity shall solely and irrevocably and unconditionally agrees that, notwithstanding any other provision of this Deed and regardless rest with the Purchaser. The Parties agree that the Liability Exclusion shall apply irrespective of whether the Buyer Purchaser takes out an effective the W&I Insurance Policy but or not. 5.3 If and to the extent that any Claim of the Purchaser against the Seller for breaches of any of the Seller Representation (other than in the case Fundamental Representations) or the Tax Indemnity constitutes a valid and collectible claim of fraud by the Management Warrantors: 3.1.1.1 it will not be entitled to make, will not make and waives any right it may have to makePurchaser against the Insurer under the W&I Insurance, any Claims against liability of the Management Warrantors which wouldSeller for such Claim shall be excluded. Accordingly, in aggregate for all Claims, exceed $1.00 (the “Management Warrantors’ Cap”); 3.1.1.2 its sole recourse, remedy and right of recovery Purchaser undertakes to recover any amount in respect of all Claims, except any such Claim solely from the Insurer under the W&I Insurance. 5.4 The Parties agree that the Purchaser shall seek to first use the extent of the Management Warrantors’ Cap, shall be to make a claim available limit under the W&I Insurance Policy; 3.1.1.3 also to cover any claims that it would have against the absence Seller for Breach of recourse, remedy Fundamental Representations in order to utilize the W&I Insurance to the largest extent possible. Purchaser and Seller will discuss in good faith in each case whether the Purchaser shall make claims for Fundamental Representations against the W&I Insurance or right of recovery against the Seller – but the final decision will be in the sole discretion of the Buyer Purchaser. If and to the extent the Purchaser has previously made successful Claim(s) in respect of a breach of the Fundamental Representations under the W&I Insurance, the Purchaser shall be entitled to claim payment from the Seller in respect of Claim(s) for breach of any of the Seller’s Representations (also for those not being Fundamental Representations) or the Tax Indemnity up to the aggregate amount by which the liability limit under the W&I Insurance Policy in respect of any Claim (including as the result of any limitation, exclusion, deduction or derogation under, or any invalidity or illegality of, the W&I Insurance Policy or the W&I Insurance Policy not having been inceptedwas exhausted by such previous successful Claim(s) and/or any inability of the Buyer to obtain any remedy in respect of a Claim breach of the Fundamental Representation under the W&I Insurance. For the avoidance of doubt, the Seller shall in such case only be liable to the Purchaser in the same amount and to the same extent that the W&I Insurer had been liable to the Purchaser under the W&I Insurance Policy for any reason whatsoever (including, without limitation, any winding up, bankruptcy or other insolvency proceedings affecting had the W&I Insurer, any failure Insurance not been exhausted by such previous successful Claim(s) in respect of a breach of the W&I Insurer to perform its obligations Fundamental Representations under the W&I Insurance Policy or any deductibleprovided that with respect to all claims brought by the Purchaser against the Seller regarding a breach of a Seller’s Representation in accordance with this Section 5.4 of this of this Annex 22.4 (i) Section 4.5 of this of this Annex 22.4 shall apply and (ii) Section 2.3(a) of this Annex 22.4 shall apply mutatis mutandis. 5.5 The Purchaser shall procure that the Insurer shall not be entitled, threshold or other financial limitation applying to under the W&I Insurance Policy) shall not affect or increase otherwise, to subrogate against the liability of any Management Warrantor Seller except if the payment under this Deed or the Management Warrantors’ Cap; 3.1.1.4 any failure on the part of the Buyer to obtain and/or comply with the terms of the W&I Insurance Policy shall not create, affect or increase any Management Warrantor’s liability pursuant to or loss as defined in connection with this Deed in any way; and 3.1.1.5 no right of recission, repudiation or termination on the part of the Buyer shall be available in respect of this Clause 3 for any reason, including as a result of any breach of any Warranties. 3.2 The Buyer covenants to each Management Warrantor that: 3.2.1.1 the W&I Insurance Policy includes a binding and irrevocable third party stipulation for no consideration for the benefit arises out of the Management Warrantors that the W&I Insurer is not entitled to subrogate against, Seller’s willful deceit (arglistige Täuschung) or otherwise claim from, the Management Warrantors under, or in connection with, this Deed, except against a Management Warrantor in respect of their fraud; 3.2.1.2 at such time as the Buyer puts in place an effective W&I Insurance Policy, written evidence of the Subrogation Waiver and a written confirmation (including via e-mail) from the Buyer that the W&I Insurance Policy has been incepted will be provided to the Management Warrantors’ Representative by the Buyer within three (3)willful misconduct.

W&I Insurance. 3.1 The Buyer irrevocably and unconditionally agrees that, notwithstanding any other provision As of the date of this Deed and regardless of whether Agreement, the Buyer takes out an effective Purchaser shall have procured the W&I insurance policy (the "W&I Insurance Policy but other than Policy") from the W&I Insurance Company on terms disclosed to the Seller, which shall contain a waiver of the W&I Insurance Company of its rights of subrogation, claims in contribution and rights acquired by assignment against the Seller (except in case of fraud by the Management WarrantorsSeller). For the avoidance of doubt, the Seller shall have no obligations towards any premiums or payments to be made in connection with the obtainment and maintenance of the W&I Insurance Policy. In the event of any conflict or other inconsistency between the terms of this Section 6.5 and any other provisions of this Agreement or any other contract, agreement or arrangement entered into by either the Purchaser or the Seller in connection with the Transaction (including the W&I Insurance Policy, as between the Parties), the terms of this Section 6.5 shall prevail. Notwithstanding anything to the contrary in this Agreement, the Purchaser: 3.1.1.1 (a) hereby warrants to the Seller that the executed copy of the W&I Insurance Policy delivered by the Purchaser to the Seller on the date of this Agreement is true, complete and up-to-date; (b) acknowledges and agrees that, in reliance upon the W&I Insurance Policy, neither the Purchaser nor any other Indemnified Purchaser Party shall be entitled to make, and the Purchaser waives on behalf of itself and all the other Indemnified Purchaser Parties any right such Person may have to make, any claim against the Seller arising out of, and the Seller shall not be liable for, any Losses suffered or incurred by any Indemnified Purchaser Party in connection with any claims of any inaccuracy in or breach of any of the warranties made by the Seller in Section 3.1 or Section 3.2 in this Agreement, except in case of fraud by the Seller; (c) acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement or any other contract, agreement or arrangement entered into by either the Seller or the Purchaser in connection with the Transaction (including the W&I Insurance Policy), the Seller provides Sections 3.1 and 3.2 in this Agreement and (to the extent relating to any inaccuracy in or breach of any warranty set forth in Section 3.1 or Section 3.2) Section 6.1(b)(i) hereof to the Purchaser solely for purposes of satisfying the condition set forth in Section 5.2(c) in this Agreement and to enable the Purchaser to make claims against the W&I Insurance Company under the W&I Insurance Policy for any inaccuracy in or breach of any warranty set forth in Sections 3.1 and 3.2 hereof, and any and all claims for any inaccuracy in or breach of any warranty set forth in Section 3.1 or Section 3.2 by any Indemnified Purchaser Party shall be made exclusively against the W&I Insurance Company under the W&I Insurance Policy and, as such, the Indemnified Purchaser Parties shall not make any claim against the Seller as a result of any Loss, except in case of fraud by the Seller; (d) acknowledges that the Seller has entered into this Agreement and will complete the Transaction in reliance on the Purchaser having obtained the W&I Insurance Policy and the provisions of this Section 6.5 and Section 6.6; (e) agrees that it will not be entitled to make, and will not make make, and waives and releases any right it may have to make, any Claims claims for any inaccuracy in or breach of any of the warranties made by the Seller in Section 3.1 or Section 3.2 in this Agreement against the Management Warrantors which would, in aggregate for all Claims, exceed $1.00 (the “Management Warrantors’ Cap”); 3.1.1.2 its sole recourse, remedy and right of recovery in respect of all ClaimsSeller, except in case of fraud by the Seller; and (f) agrees that the provisions of this Section 6.5 will still apply notwithstanding that the Purchaser is or may be unable to the extent of the Management Warrantors’ Cap, shall be to make a claim pursue or obtain any remedy under the W&I Insurance Policy; 3.1.1.3 the absence of recourse, remedy or right of recovery of the Buyer under whether due to policy validity (including if the W&I Insurance Policy in respect is invalid due to the insolvency, breach or default of any Claim (including as the result of any limitationPerson), exclusion, deduction creditworthiness or derogation under, or any invalidity or illegality of, the W&I Insurance Policy or the W&I Insurance Policy not having been incepted) and/or any inability of the Buyer to obtain any remedy in respect of a Claim under the W&I Insurance Policy for any reason whatsoever (including, without limitation, any winding up, bankruptcy or other insolvency proceedings affecting the W&I Insurer, any failure of the W&I Insurer to perform its obligations under the W&I Insurance Policy or any deductible, threshold or other financial limitation applying to the W&I Insurance Policy) shall not affect or increase the liability of any Management Warrantor under this Deed or the Management Warrantors’ Cap; 3.1.1.4 any failure on the part of the Buyer to obtain and/or comply with the terms of the W&I Insurance Policy shall not create, affect or increase any Management Warrantor’s liability pursuant to or in connection with this Deed in any way; and 3.1.1.5 no right of recission, repudiation or termination on the part of the Buyer shall be available in respect of this Clause 3 for any reason, including as a result of any breach of any Warrantiesotherwise. 3.2 The Buyer covenants to each Management Warrantor that: 3.2.1.1 the W&I Insurance Policy includes a binding and irrevocable third party stipulation for no consideration for the benefit of the Management Warrantors that the W&I Insurer is not entitled to subrogate against, or otherwise claim from, the Management Warrantors under, or in connection with, this Deed, except against a Management Warrantor in respect of their fraud; 3.2.1.2 at such time as the Buyer puts in place an effective W&I Insurance Policy, written evidence of the Subrogation Waiver and a written confirmation (including via e-mail) from the Buyer that the W&I Insurance Policy has been incepted will be provided to the Management Warrantors’ Representative by the Buyer within three (3)