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“Pre-Closure Number one Facility” form the financing Arrangement, datedas away from January step 3, 2023 (as the revised, restated, amended and you can restated, supplemented, waived or else changed and in effect by the new date of your Merger Arrangement), because of the and you will certainly one of VPMC and you will Village Routine Administration Team, LLC, a Delawarelimited responsibility business and an immediate and you may wholly-possessed Subsidiary of VPMC, as the co-borrowers, the new management representative team thereto (the newest “Pre-ClosingAdministrative Representative”) as well as the loan providers occasionally people thereto. “Change of Handle” setting the newest consummation of any deal or group of relevant transactionswith one or more Persons which are not Affiliates of your own Town SPV Classification pursuant that the fresh head or indirect equityholders out of DAP Issuer quickly just before such transaction (along with their Associates) beneficially own lower than fifty% ofDAP Issuer’s (or perhaps the applicable getting, resulting otherwise thriving entity’s) voting strength immediately after such as deal or number of deals. “Member Purchases” setting any Deals,deals otherwise plans of people Community Entity, to the one hand, and you can any Associate of every Community Organization (besides any Community Entity), simultaneously, aside from Agreements, deals or plans, inside for each and every instance on the sleeve’slength conditions from the Ordinary Course of Company that aren’t topic. To your reduction away from question, to own reason for so it Agreement, people Financing because of the an affiliate marketer of every Community Organization (other than people Community Entity) to the one Village Organization shallconstitute an affiliate Exchange outside the Normal Course of Organization that really needs earlier composed acceptance of your own Stockholder Member relative to Part 4.1(b)(ii). At the time of the new date of this Arrangement, for each Mother or father Entity andtheir particular Affiliates by the brand new time hereof should for every be considered an affiliate marketer away from DAP Issuer.

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(a) Promptly after the Active Day, the brand new Rights Broker shall notify for every Manager you to definitely such as Proprietor is required to promptly supply the taxdocumentation established within the Part cuatro.5(b) to DAP Issuer so you can be eligible for an exclusion away from, or reduced rate out of, withholding according to the DAP Correct Fee Count hereunder and you will, if the such as taxation documentationbecomes outdated otherwise inaccurate inside the any esteem, including Manager need on time provide updated taxation documents otherwise upgrade the fresh Liberties Broker of their court failure to accomplish this; so long as the newest foregoing personal debt can be waived by the DAP Issuer inrespect of every Owner away from Collateral Award DAP Legal rights. DAP Issuer shall furnish otherwise reason enough to be provided on the Rights Representative, this kind of form while the DAP Issuer get from the transferagent of the firm (and other agent carrying out comparable functions for the Team), otherwise in the Company’s internal details pertaining to Company Guarantee Prizes and offers credited regarding the “inventory borrowing from the bank accounts” to the the amount zero recordsfrom a 3rd party broker are was able from the typical direction, the new labels and addresses of the People in this five (5) Working days of the Productive Go out. (e) If the any time anybody member of the brand new panel you to comprises otherwise controls the fresh Stockholder Representative shall resign, getting removedor getting unable to pretending, the remaining members of the newest committee one to constitutes otherwise regulation the brand new Shareholder Member shall on time designate an experienced successor private associate in order to for example panel.

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(c) The new SaleCommittee shall consult with DAP Issuer, the brand new Shareholder Affiliate as well as the Mother Affiliate concerning the any Community Product sales and you will will remain DAP Issuer, the newest Shareholder Representative and the Mother Associate fairly advised to the a great latest basisof the newest condition, facts and improvements of every deals the Village Sale, along with by providing duplicates of any sales or advice material, the target purchaser’s financial statements and also the most recent meantime drafts from anyVillage Sales Preparations, and should offer practical time for you DAP Issuer, the fresh Shareholder Associate and the Father or mother Member for review of for example data. (a) The brand new Liberties Representative could possibly get resign any time by providing written see thereof in order to DAP Issuer,the fresh Product sales Panel as well as the Shareholder Associate indicating a date whenever such as resignation should start working, and this see is going to be sent at least thirty (30) weeks prior to the time thus specified. Any person people in the new committee thatcomprises or regulation the fresh Stockholder Representative will get resign any moment giving authored find thereof on the DAP Issuer, the new Product sales Panel, the new Liberties Agent as well as the Owners indicating a romantic date whenever for example resignation should start working, whichnotice will be sent at least 30 (30) days before the time thus given.