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(c) When the (i) an excellent successor Liberties Representative wasn’t appointed pursuant toSection 3.4(b) and has not approved such meeting within this 30 (30) weeks after the initial Liberties Broker brings observe of its resignation pursuant to Area step three.4(a) or (ii) at any time the brand new Liberties Agent will become struggling to pretending, the newest Shareholder Member or DAP Issuer can get petition any legal out of skilled jurisdiction to the removal of the brand new Liberties Agent, when the relevant, and the conference away from a replacement RightsAgent. (v) In case your Shareholder Representative provides a notice from Objection to the Product sales Committee and DAP Issuer within this such as thirty (30) dayperiod, including Notice from Objection should contain the Stockholder Representative’s computation of your Village Shareholder Continues and/or Sales Due date Stockholder Proceeds, and also the ensuing Village Shareholder Continues Per DAP Proper otherwise SaleDeadline Stockholder Proceeds Per DAP Proper, because the relevant. Including Notice from Objection might also want to become followed by a reason inside sensible detail of any of the Objections, and you will a certification certifying your Village Shareholder Proceeds otherwise theSale Due date Stockholder Continues, while the applicable, and also the ensuing Village Stockholder Proceeds For each and every DAP Right otherwise Selling Due date Stockholder Proceeds Per DAP Proper, because the applicable, shown on the Find out of Objection is determined on the mannerrequired below which Agreement. “VPMC Functioning Agreement” setting the new Amended and you will Restated Limited-liability Company Agreement out of VPMC dated because the ofJanuary step three, 2023, therefore contract may be revised periodically following the the newest go out hereof. “Unsold Village Welfare” function, rather than duplication ofamounts included in clause (i) of your concept of Readily available Bucks Balance, every one of (i) DAP Issuer’s direct otherwise indirect guarantee interests on the VPMC Classification, (ii) DAP Issuer’s direct otherwise indirect need for the new Pre-Closing Business-Town Fund, and (iii) rather than replication, one low-Dollars or Bucks Comparable possessions following stored by Village Organizations (aside from the brand new VPMC Groupand the new Community Blockers), inside for each and every case since the fresh Product sales Deadline. “Accredited Money” meansany (i) financing inside a financing market money program registered within the Investment Organization Work from 1940, while the revised, one to invests exclusively in direct loans of one’s You out of America otherwise personal debt the main away from plus the intereston that are unconditionally guaranteed by Usa or (ii) certification out of deposit awarded from the people bank, lender and you will believe organization otherwise federal financial connection with a mixed investment and you can surplus in excess of $100,one hundred thousand,one hundred thousand andinsured because of the Federal Deposit Insurance Company otherwise a similar governmental service.

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(a) If Bucks or Bucks Alternatives try gotten otherwise held because of the one Community SPVs (apart from the new Town Blockers), as well as the Bucks or CashEquivalents obtained from a community Blocker, as the promptly because the practicable (however, zero afterwards than 5 Business days pursuing the including bill of for example Cash or Dollars Competitors), DAP Issuer should lead to such as Community SPV (and just about every other advanced Town SPV) todistribute including Bucks or Bucks Competitors within the strings so you can DAP Issuer; provided that the degree of such distribution might be smaller (as opposed to replication) by the people Outstanding Taxes of such Community SPV (the newest “Community SPV Shipment TaxAmount”). (a) The new DAP Legal rights will have no voting or dividend rights, and you may focus shall maybe not accrue on the any numbers payable to your DAP Liberties in order to anyHolder. (ix) Concerning the people percentage from a DAP Correct Fee Amount, the remainder portion of one Meantime DistributionAmount, Sales Due date Web Proceeds, Available Dollars Equilibrium, deferred dollars payment or other distributable matter shall (instead replication) getting put-out so you can a joint venture partner of your DAP Issuer designated because of the the brand new DAP Issuer (for each, a“Kept Shipping”). Is a good Sacrificed Security Honor DAP Best, no DAP Best Commission Matter will be payable for the Proprietor or even the Rights Agent in accordance thereto and you will, rather, such as DAP Correct Percentage Amountshall getting employed because of the DAP Issuer (and you may, on the protection from doubt, should not be thought Cash and cash Alternatives or utilized in the brand new calculation away from Offered Cash Harmony) otherwise, from the DAP Issuer’s election, paid so you can an affiliate of the DAPIssuer. Subject to the fresh procedures established in the Point dos.4(c), on the fresh occurrenceof the brand new Sale Due date, if the quantity of the fresh Sales Due date Net Continues are a self-confident amount, for every Holder of a fantastic DAP Best will, according of these DAP Proper, qualify and shall have the Selling Due date Stockholder Continues For each DAPRight.

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