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(a) Per Mother or father Organization have all necessary business otherwise limited-liability (while the applicable) energy and you can expert so you can (i) execute and deliverthis Arrangement, the brand new Reinvestment Agreement, the fresh Voting Contract as well as the DAP Legal rights Agreement, (ii) manage the loans hereunder and thereunder, and you can (iii) susceptible to the fresh use of this Arrangement by Mother or father since the just stockholder ofMerger Sub (and therefore should occur just after the brand new performance and you can birth of the Agreement), so you can consummate the new Transactions considered hereby and you can and thus. The newest performance and birth of, as well as the consummation of your own Purchases contemplated bythis Arrangement because of the Mother or father Agencies were properly registered because of the the required business otherwise limited-liability team (while the relevant) action on the part of per Parent Entity, at the mercy of the new use for the Agreement by the Parent because the solestockholder away from Merger Sandwich (and therefore will are present after the new execution and you can beginning of the Agreement). Every one of which Agreement, the brand new Reinvestment Agreement and also the Voting Contract was, and as of the First Closing the new DAP RightsAgreement will be, properly performed and you will delivered because of the for every appropriate Parent Organization and you can, and in case the new owed authorization, performance and you may birth of this Agreement as well as the DAP Rights Arrangement because of the Organization, at the time of the new Active Day comprises (otherwise willconstitute, while the relevant) the fresh valid and joining obligation of each and every appropriate Parent Entity, enforceable against each prior to their terminology, subject to the fresh Bankruptcy and you may Security Exclusion. Likely to become topic to the company of the Company and you will their Subsidiaries, taken as a whole. For the Business’s Training, zero feel has happened and therefore, to your offering out of notice, the new passageof date, otherwise each other, perform create reasons for cancellation or lack of the new involvement away from the company otherwise any one of their Subsidiaries in any Business Fee Program, but while the would not, individually or even in the newest aggregate, relatively be likely tohave a friends Thing Unfavorable Feeling. No business Fee System provides as the September step one, 2022, recouped or questioned or endangered recoupment on the Company otherwise one of its Subsidiaries over $ten,100000,000, except for such requeststhat were satisfied by the Business or the related Subsidiaries to the fulfillment of the associated Team Fee Program.

(iv) People See from Objection should support the Shareholder Associate’s formula of the Interim Distribution Shareholder Proceedsand the brand new ensuing Interim Distribution Stockholder Proceeds Per DAP Best that the Stockholder Member believes People are entitled to found. Such as Find from Objection also needs to end up being with a reason within the realistic outline of eachof the fresh objections to the data mirrored regarding the Observe from Objection (collectively, the new “Objections”). To possess a time period of 10 (10) Working days following the birth of the Notice out of Objection, DAP Issuer and you may theShareholder Affiliate shall, in the good faith, you will need to resolve people Objections; provided, you to for the the quantity one to DAP Issuer plus the Shareholder Associate can not resolve the Objections during the for example ten (10) Company Dayperiod, such Objections will likely be published to KPMG, LLP, or, if the for example business is hesitant or struggling to satisfy for example character, other separate accounting firm mutually arranged because of the DAP Issuer plus the Stockholder Associate (the newest “NeutralAuditor”). The brand new Natural Auditor will, within thirty (30) Business days of these distribution, take care of people Arguments and such as resolution shall, on the absence of manifest mistake, become last, binding and conclusive abreast of DAP Issuer and itsAffiliates, the newest Product sales Panel, the fresh Shareholder Representative, each one of the other functions hereto and every of the Proprietors.

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The brand new DAP Right Sign in will set forth title and you may target of each Proprietor, the amount of DAP Rights kept because of the such as Manager and you may, in the event the applicable, the fresh U.S. taxpayeridentification number of for example Manager. The brand new DAP Best Sign in might possibly be updated while the necessary by the Legal rights Agent to echo the brand new addition or removal of Holders (along with pursuant to the Enabled Transfers). Each of DAP Issuer and the ShareholderRepresentative will get discover and test a copy of your DAP Right Check in, periodically, on created request designed to the new Rights Representative.

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